BrightSpring Health Services, Inc. (Form: 10-Q, Received: 05/01/2026 09:16:38)

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ROC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-41938

BrightSpring Health Services, Inc.

(Exact Name of Registrant as Specified in its Charter)


Delaware	82-2956404
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
805 N. Whittington Parkway Louisville, Kentucky	40222
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (502) 394-2100

Securities registered pursuant to Section 12(b) of the Act:

      Title of each class

      Trading
Symbol(s)

      Name of each exchange on which registered

      Common Stock, par value $0.01 per share
6.75% Tangible Equity Units

      BTSG
BTSGU

      The Nasdaq Stock Market LLC
The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of Registrant’s Common Stock outstanding as of April 28, 2026 was 193,918,398.

Table of Contents


		Page

PART I.	FINANCIAL INFORMATION	3

Item 1.	Financial Statements (Unaudited)	3
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Operations	4
	Condensed Consolidated Statements of Comprehensive Income	5
	Condensed Consolidated Statements of Shareholders' Equity	6
	Condensed Consolidated Statements of Cash Flows	7
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	36
Item 4.	Controls and Procedures	36

PART II.	OTHER INFORMATION	37

Item 1.	Legal Proceedings	37
Item 1A.	Risk Factors	37
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	37
Item 3.	Defaults Upon Senior Securities	37
Item 4.	Mine Safety Disclosures	37
Item 5.	Other Information	37
Item 6.	Exhibits	38
Signatures		39

Unless the context requires otherwise, references in this Quarterly Report on Form 10-Q (this “Form 10-Q”) to “BrightSpring,” the “Company,” “we,” “us,” and “our” refer to BrightSpring Health Services, Inc. and its consolidated subsidiaries.

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q includes forward-looking statements that reflect our current views with respect to, among other things, our operations, and financial performance. We have used words such as “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “future,” “will,” “seek,” “foreseeable,” the negative version of these words, or similar terms and phrases to identify forward-looking statements.

Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our industries, business strategy, goals and expectations concerning our market position, future operations, margins, profitability, capital expenditures, liquidity and capital resources and other financial and operating information. We believe that these factors include but are not limited to the following:

•

our operation in a highly competitive industry;

•

our inability to maintain relationships with existing patient referral sources or establish new referral sources;

•

changes to Medicare and Medicaid rates or methods governing Medicare and Medicaid payments for our services;

•

cost containment initiatives of third-party payors, including post-payment audits;

•

the implementation of alternative payment models and the transition of Medicaid and Medicare beneficiaries to managed care organizations may limit our market share and could adversely affect our revenues;

•

changes in the case mix of patients, as well as payor mix and payment methodologies, and decisions and operations of third-party organizations;

•

our reliance on federal and state spending, budget decisions, and continuous governmental operations which may fluctuate under different political conditions;

•

changes in drug utilization and/or pricing, PBM contracts, and Medicare Part D/Medicaid reimbursement, which may negatively impact our profitability;

•

changes in our relationships with pharmaceutical suppliers, including changes in drug availability or pricing;

•

reliance on the continual recruitment and retention of nurses, pharmacists, therapists, caregivers, direct support professionals, and other qualified personnel, including senior management;

•

compliance with or changes to federal, state, and local laws and regulations that govern our employment practices, including minimum wage, living wage, and paid time-off requirements;

•

fluctuation of our results of operations on a quarterly basis;

•

harm caused by labor relation matters;

•

limitations in our ability to control reimbursement rates received for our services if we are unable to maintain or reduce our costs to provide such services;

•

delays in collection or non-collection of our accounts receivable, particularly during the business integration process;

•

failure to manage our growth effectively, which may inhibit our ability to execute our business plan, maintain high levels of service and satisfaction or adequately address competitive challenges;

•

our ability to identify, successfully complete and manage acquisitions, joint ventures, divestitures and other significant transactions and strategic initiatives;

•

our ability to continue to provide consistently high quality of care;

•

maintenance of our corporate reputation or the emergence of adverse publicity, including negative information on social media or changes in public perception of our services;

•

contract continuance, expansion and renewal with our existing customers, including renewals at lower fee levels, customers declining to purchase additional services from us, or reduction in the services received from us pursuant to those contracts;

•

effective investment in, implementation of improvements to and proper maintenance of the uninterrupted operation and data integrity of our information technology and other business systems;

•

security breaches, loss of data, and other disruptions, which could compromise sensitive business or patient information; cause a loss of confidential patient data, employee data or personal information; or prevent access to critical information and thereby expose us to liability, litigation, and federal and state governmental inquiries and damage our reputation and brand;

•

risks related to credit card payments and other payment methods;

•

potential substantial malpractice or other similar claims;

•

various risks related to governmental inquiries, regulatory actions, and whistleblower and other lawsuits, which may not be entirely covered by insurance;

•

our current insurance program, which may expose us to unexpected costs, particularly if we incur losses not covered by our insurance or if claims or losses differ from our estimates;

•

factors outside of our control, including those listed, which have required and could in the future require us to record an asset impairment of goodwill;

•

a pandemic, epidemic, or outbreak of an infectious disease;

•

inclement weather, natural disasters, acts of terrorism, riots, civil insurrection or social unrest, looting, protests, strikes, or street demonstrations;

•

our inability to adequately protect our intellectual property rights;

•

risks related to our compliance with our regulatory framework;

•

the significant interests of KKR Stockholder may conflict with our stockholders’ interests in the future;

•

our substantial indebtedness;

•

significant changes in tax or trade policies, tariffs, or trade relations between the United States and other countries, such as the imposition of unilateral tariffs on imported products, including impacts on imported drug products, which could result in supply chain disruptions and significant increases in costs; and

•

the amount and frequency of our stock repurchases may fluctuate.

Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. If any of these risks materialize, or if any of our assumptions underlying forward-looking statements prove incorrect, actual results and developments may differ materially from those made in or suggested by the forward-looking statements contained in this Form 10-Q. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, those set forth in Item 1A, “Risk Factors,” of Part I of our Annual Report on Form 10-K for the year ended December 31, 2025 (our “Form 10-K”) filed with the U.S. Securities and Exchange Commission (the “SEC”). Although we have attempted to identify important risk factors, there may be other risk factors not presently known to us or that we presently believe are not material that could cause actual results and developments to differ materially from those made in or suggested by the forward-looking statements contained in this Form 10-Q. We caution you against relying on any forward-looking statements, which should also be read in conjunction with the other cautionary statements that are included elsewhere in this Form 10-Q. Any forward-looking statement made by us in this Form 10-Q speaks only as of the date hereof. We undertake no obligation to publicly update or to revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

BrightSpring Health Services, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(In thousands, except share and per share data)

(Unaudited)


	March 31, 2026			December 31, 2025
Assets
Current assets:
Cash and cash equivalents	$	888,797		$	88,370
Accounts receivable, net of allowance for credit losses		1,113,534			989,719
Inventories		560,166			815,180
Prepaid expenses and other current assets		126,806			118,592
Current assets held for sale		—			882,189
Total current assets		2,689,303			2,894,050
Property and equipment, net of accumulated depreciation of $421,329 and $404,878 at March 31, 2026 and December 31, 2025, respectively		201,885			204,689
Goodwill		2,533,555			2,545,673
Intangible assets, net of accumulated amortization		536,884			557,555
Operating lease right-of-use assets, net		173,333			171,632
Other assets		78,354			39,712
Total assets	$	6,213,314		$	6,413,311
Liabilities, Redeemable Noncontrolling Interests, and Equity
Current liabilities:
Trade accounts payable	$	1,091,434		$	1,217,946
Accrued expenses		351,891			333,024
Current portion of obligations under operating leases		45,391			42,936
Current portion of obligations under financing leases		6,737			6,794
Current portion of long-term debt		52,960			52,340
Current liabilities held for sale		—			195,994
Total current liabilities		1,548,413			1,849,034
Obligations under operating leases, net of current portion		136,724			135,420
Obligations under financing leases, net of current portion		13,021			14,544
Long-term debt, net of current portion		2,444,871			2,455,204
Deferred income taxes, net		1,166			6,178
Long-term liabilities		79,226			66,565
Total liabilities		4,223,421			4,526,945
Redeemable noncontrolling interests		10,512			11,227
Shareholders' equity:
Common stock, $0.01 par value, 1,500,000,000 shares authorized, 193,209,722 and 192,124,125 shares issued and outstanding at March 31, 2026 and December 31, 2025, respectively	$	1,932		$	1,921
Preferred stock, $0.01 par value, 250,000,000 authorized, no shares issued and outstanding at March 31, 2026 and December 31, 2025		—			—
Additional paid-in capital		1,964,516			1,954,482
Retained earnings (accumulated deficit)		14,135			(74,647	)
Accumulated other comprehensive loss		(1,265	)		(6,691	)
Total shareholders' equity		1,979,318			1,875,065
Noncontrolling interest		63			74
Total equity		1,979,381			1,875,139
Total liabilities, redeemable noncontrolling interests, and equity	$	6,213,314		$	6,413,311

See accompanying notes to the condensed consolidated financial statements.

BrightSpring Health Services, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(In thousands, except per share amounts)

(Unaudited)


	For the Three Months Ended
	March 31,
	2026			2025
Revenues:
Products	$	3,171,349		$	2,532,171
Services		442,372			345,958
Total revenues		3,613,721			2,878,129
Cost of goods		2,870,575			2,328,215
Cost of services		260,924			211,545
Gross profit		482,222			338,369
Selling, general, and administrative expenses		360,773			287,630
Operating income		121,449			50,739
Interest expense, net		38,615			41,763
Income from continuing operations before income taxes		82,834			8,976
Income tax expense (benefit)		8,551			(240	)
Income from continuing operations, net of income taxes		74,283			9,216
Income from discontinued operations, net of income taxes		74,327			19,794
Net income		148,610			29,010
Net loss attributable to noncontrolling interests included in continuing operations		(157	)		(532	)
Net income attributable to BrightSpring Health Services, Inc. and subsidiaries	$	148,767		$	29,542

Net income per common share (Note 10):
Basic income per share attributable to common shareholders:
Continuing operations	$	0.36		$	0.05
Discontinued operations	$	0.37		$	0.10
Net income per share	$	0.73		$	0.15
Diluted income per share attributable to common shareholders:
Continuing operations	$	0.34		$	0.05
Discontinued operations	$	0.33		$	0.09
Net income per share	$	0.67		$	0.14
Weighted average shares outstanding:
Basic		204,712			201,005
Diluted		221,321			214,927

See accompanying notes to the condensed consolidated financial statements.

BrightSpring Health Services, Inc. and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income

(In thousands)

(Unaudited)


	For the Three Months Ended
	March 31,
	2026			2025
Net income	$	148,610		$	29,010
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments		(92	)		(38	)
Cash flow hedges:
Net change in fair value, net of tax (1)		5,962			108
Amounts reclassified to earnings, net of tax (2)		(444	)		(3,357	)
Total other comprehensive income (loss), net of tax		5,426			(3,287	)
Total comprehensive income		154,036			25,723
Comprehensive loss attributable to redeemable noncontrolling interests		(159	)		(407	)
Comprehensive income (loss) attributable to noncontrolling interest		2			(125	)
Comprehensive income attributable to BrightSpring Health Services, Inc. and subsidiaries	$	154,193		$	26,255

(1)

The income tax effects of the net change in fair value were $(1,935) and $(33) for the three months ended March 31, 2026 and 2025, respectively.

(2)

The income tax effects of amounts reclassified to earnings were $144 and $1,087 for the three months ended March 31, 2026 and 2025, respectively.

See accompanying notes to the condensed consolidated financial statements.

BrightSpring Health Services, Inc. and Subsidiaries

Condensed Consolidated Statements of Shareholders’ Equity

(In thousands, except share data)

(Unaudited)


	For the Three Months Ended March 31, 2026
	Common Stock						Additional Paid-In Capital			(Accumulated Deficit) Retained Earnings			Accumulated Other Comprehensive Loss			Noncontrolling Interest			Total
	Shares			Amount
Balances at December 31, 2025		192,124,125		$	1,921		$	1,954,482		$	(74,647	)	$	(6,691	)	$	74		$	1,875,139
Net income (1)		—			—			—			148,767			—			2			148,769
Other comprehensive income, net of tax		—			—			—			—			5,426			—			5,426
Share-based compensation		—			—			3,676			—			—			—			3,676
Exercise of stock options		1,377,708			14			12,078			—			—			—			12,092
Issuance of common stock for settlement of RSUs		1,316,385			13			(13	)		—			—			—			—
Tax effect of net share settlement of equity awards		(143,689	)		(1	)		(5,707	)		—			—			—			(5,708	)
Share repurchase		(1,464,807	)		(15	)		—			(59,985	)		—			—			(60,000	)
Other		—			—			—			—			—			(13	)		(13	)
Balances at March 31, 2026		193,209,722		$	1,932		$	1,964,516		$	14,135		$	(1,265	)	$	63		$	1,979,381


	For the Three Months Ended March 31, 2025
	Common Stock						Additional Paid-In Capital			Accumulated Deficit			Accumulated Other Comprehensive Income (Loss)			Noncontrolling Interest			Total
	Shares			Amount
Balances at December 31, 2024		174,245,990		$	1,742		$	1,866,850		$	(222,155	)	$	1,418		$	—		$	1,647,855
Net income (loss) (1)		—			—			—			29,542			—			(125	)		29,417
Other comprehensive loss, net of tax		—			—			—			—			(3,287	)		—			(3,287	)
Share-based compensation		—			—			15,681			—			—			—			15,681
Exercise of stock options		36,253			—			345			—			—			—			345
Issuance of common stock for settlement of RSUs		1,052,536			11			(11	)		—			—			—			—
Tax effect of net share settlement of equity awards		(151,345	)		(1	)		(2,766	)		—			—			—			(2,767	)
Balances at March 31, 2025		175,183,434		$	1,752		$	1,880,099		$	(192,613	)	$	(1,869	)	$	(125	)	$	1,687,244

(1) Net income (loss) to the Company for the three months ended March 31, 2026 and 2025 excludes $(159) and $(407), respectively, allocable to the redeemable noncontrolling interests for our joint venture arrangements.

See accompanying notes to the condensed consolidated financial statements.

BrightSpring Health Services, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)


	For the Three Months Ended
	March 31,
	2026			2025
Operating activities:
Net income	$	148,610		$	29,010
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization		39,094			42,161
Change in fair value of contingent consideration, net		—			1,698
Provision for credit losses		10,559			8,101
Amortization of deferred debt issuance costs		2,816			2,749
Share-based compensation		3,676			15,681
Deferred income taxes, net		(7,193	)		4,031
Gain on sale of discontinued operations		(103,412	)		—
Other		(72	)		2,919
Change in operating assets and liabilities, net of acquisitions and dispositions:
Accounts receivable		(114,125	)		(79,449	)
Prepaid expenses and other current assets		(7,791	)		23,973
Inventories		254,833			103,300
Trade accounts payable		(86,987	)		(53,871	)
Accrued expenses		11,030			8,643
Other assets and liabilities		(28,095	)		(7,348	)
Net cash provided by operating activities	$	122,943		$	101,598
Investing activities:
Purchases of property and equipment	$	(21,544	)	$	(17,632	)
Acquisitions of businesses		(42,203	)		(6,754	)
Proceeds from sale of discontinued operations		810,908			—
Other		232			195
Net cash provided by (used in) investing activities	$	747,393		$	(24,191	)
Financing activities:
Long-term debt repayments	$	(12,353	)	$	(11,792	)
Repayments of the Revolving Credit Facility, net		—			(63,300	)
Repurchase of shares of common stock		(60,000	)		—
Proceeds from shares issued under share-based compensation plan		12,092			345
Taxes paid related to net share settlement of equity awards		(5,708	)		(2,763	)
Purchase of redeemable noncontrolling interest		—			(5,100	)
Payments of financing lease obligations		(4,047	)		(3,408	)
Net cash used in financing activities	$	(70,016	)	$	(86,018	)
Net increase (decrease) in cash and cash equivalents		800,320			(8,611	)
Cash and cash equivalents at beginning of period		88,477			61,253
Cash and cash equivalents at end of period	$	888,797		$	52,642
Cash and cash equivalents included in assets held for sale at end of period		—			305
Cash and cash equivalents included in continuing operations at end of period	$	888,797		$	52,337
Supplemental disclosures of cash flow information:
Cash paid for:
Interest, net	$	42,715		$	53,799
Income taxes, net of refunds	$	398		$	245
Supplemental schedule of non-cash investing and financing activities:
Financing lease obligations	$	726		$	3,408
Purchases of property and equipment in accounts payable	$	3,668		$	10,416

See accompanying notes to the condensed consolidated financial statements.

Index to Notes to Condensed Consolidated Financial Statements


	Page

Note 1 - Significant Accounting Policies	9
Note 2 - Discontinued Operations	10
Note 3 - Revenue	12
Note 4 - Acquisitions	13
Note 5 - Goodwill and Intangible Assets	15
Note 6 - Debt and Derivatives	16
Note 7 - TEUs	17
Note 8 - Income Taxes	18
Note 9 - Detail of Certain Balance Sheet Accounts	18
Note 10 - Earnings Per Share	19
Note 11 - Segment Information	20

BrightSpring Health Services, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1. Significant Accounting Policies

Description of Business

BrightSpring Health Services, Inc. and its subsidiaries (“BrightSpring”, the “Company”, “we,” “us,” or “our”) is a leading home and community-based healthcare services platform, focused on delivering complementary pharmacy and provider services to complex patients. Our platform delivers clinical services and pharmacy solutions across Medicare, Medicaid, and commercially-insured populations.

On December 7, 2017, affiliates of Kohlberg Kravis Roberts & Co. L.P. (“KKR” or “KKR Stockholder”) and Walgreens Boots Alliance, Inc. (“WBA”) purchased PharMerica Corporation (“PharMerica”) and on March 5, 2019, expanded with the acquisition of BrightSpring Health Holdings Corp. The surviving entity was renamed BrightSpring Health Services, Inc. WBA sold their remaining ownership interests in the Company in 2025 through open market transactions and is no longer considered a related party of the Company. As a result of the registered secondary public offerings in 2025, the Company no longer qualifies as a “controlled company” under the Nasdaq Stock Market LLC listing standards.

On January 17, 2025, the Company entered into a purchase agreement to divest its community living services, home and community based waiver programs, and intermediate care facilities (the “Community Living business”). The transaction closed on March 30, 2026.

In March 2026, KKR Stockholder and certain management selling stockholders completed an additional registered secondary public offering of 20,000,000 shares of the Company's common stock (the “March 2026 Offering”) and the Company concurrently repurchased 1,464,807 shares of common stock from the underwriter at the same price the underwriter purchased the shares from the selling stockholders. The Company did not sell any shares of common stock that were offered in the March 2026 Offering. The Company did not receive any proceeds from the March 2026 Offering, other than proceeds received in connection with the cash exercise of stock options by the management selling stockholders in connection with the March 2026 Offering. The par value of the shares repurchased and the amount paid to repurchase the shares in excess of the par value were recorded as common stock and retained earnings, respectively, in the unaudited condensed consolidated balance sheets.

Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements include the accounts of BrightSpring Health Services, Inc. and its subsidiaries. The Company consolidates its majority-owned and controlled entities, including variable interest entities (“VIEs”) for which the Company is the primary beneficiary. All intercompany balances and transactions have been eliminated.

We record a noncontrolling interest for the allocable portion of income or loss and comprehensive income or loss to which the noncontrolling interest holders are entitled based upon their ownership share of the affiliate. The Company determined noncontrolling interests for certain of these VIEs to be redeemable noncontrolling interests, which are presented in the unaudited condensed consolidated balance sheets as redeemable noncontrolling interests.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting solely of normal recurring adjustments) necessary to present fairly our financial position, our results of operations, and our cash flows in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial reporting. Our results of operations for the interim periods presented are not necessarily indicative of the results of our operations for the entire year.

As discussed in Note 2, the Community Living business met the criteria to be reported as discontinued operations and held for sale during the first fiscal quarter of 2025. Therefore, the Company has reported the historical results of the Community Living business, including the results of operations and cash flows as discontinued operations for all periods presented herein, and related assets and liabilities, as held for sale as of December 31, 2025. Unless otherwise noted, all activities and amounts reported in the accompanying notes to the unaudited condensed consolidated financial statements relate to the continuing operations of the Company and exclude activities and amounts related to the Community Living business.

This report should be read in conjunction with our consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025, which includes information and disclosures not included herein. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have

been condensed or omitted from the interim financial information presented, as allowed by the rules and regulations of the Securities and Exchange Commission.

Use of Estimates

The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts and related disclosures. We rely on historical experience and on various other assumptions that we believe to be reasonable under the circumstances to make judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Significant estimates are involved in the valuation of accounts receivable, inventory, intangible assets, derivatives, contingent consideration, taxes, insurance reserves, share-based compensation, and goodwill. Actual amounts may differ from these estimates.

Commitments and Contingencies

The Company is party to various legal and/or administrative proceedings arising out of the operation of our programs and arising in the ordinary course of business. We record accruals for such contingencies to the extent that we conclude it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. We do not believe the ultimate liability, if any, for outstanding proceedings or claims, individually or in the aggregate, in excess of amounts already provided, will have a material adverse effect on our consolidated financial condition, results of operations, or cash flows. It is reasonably possible that an adverse determination might have an impact on a particular period. While we believe our provision for legal contingencies is adequate, the outcome of legal proceedings is difficult to predict, and we may settle legal claims or be subject to judgments for amounts that exceed our estimates.

Related Party Transactions

There were no related party transactions for the periods presented other than those disclosed elsewhere in these notes to the unaudited condensed consolidated financial statements.

Recently Adopted Accounting Standards

There were no new accounting standards adopted during the three months ended March 31, 2026.

Recently Issued Accounting Standards

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which was further clarified in January 2025 through the issuance of ASU 2025-01. These ASUs require new financial statement disclosures to provide disaggregated information for certain types of expenses, including purchases of inventory, employee compensation, depreciation, and amortization in commonly presented expense captions such as cost of goods and services and selling, general, and administrative expenses. The amendments in these ASUs are effective for annual periods beginning after December 15, 2026, with early adoption permitted. The adoption of this guidance will have no impact on the Company's consolidated financial condition or results of operations. The Company is currently evaluating the impact to the related disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which modernizes the accounting for internal-use software costs by removing all references to prescriptive and sequential software development stages. The new standard requires entities to consider whether significant development uncertainty has been resolved before starting to capitalize software costs and aligns disclosure requirements with ASC 360, Property, Plant, and Equipment. The ASU is effective for annual and interim reporting periods beginning after December 15, 2027, and can be applied prospectively, retrospectively, or using a modified transition method, with early adoption permitted. The Company is currently evaluating the impacts of this guidance on the consolidated financial statements and related disclosures.

2. Discontinued Operations

On January 17, 2025, BrightSpring entered into a definitive agreement to sell its Community Living business to National Mentor Holdings, Inc. (the “Purchaser”) for $835.0 million in cash upon closing, subject to certain post-closing adjustments. We entered into the transaction in order to streamline our service offerings and further focus on the senior and specialty populations. On March 30,

2026, the Company completed the transaction pursuant to the terms of the definitive agreement for cash proceeds of $810.9 million, resulting in a pre-tax gain on sale of $103.4 million.

The following tables reconciles the gross proceeds on sale of the Community Living business:


	For the Three Months Ended
	March 31,
	2026
Gross proceeds	$	835,000
Less: certain post-closing adjustments		11,073
Less: direct costs to sell		13,854
Less: carrying amount of Community Living business		706,661
Gain on sale of discontinued operations	$	103,412
Less: current and deferred tax impact		72,218
Net gain on sale of discontinued operations	$	31,194

The Company determined the divestiture of the Community Living business represents a strategic shift that will have a major effect on its business and concluded the criteria for classification as discontinued operations were met during the first fiscal quarter of 2025. Accordingly, the Community Living business is reported as discontinued operations in accordance with Accounting Standards Codification (“ASC”) 205-20, Discontinued Operations. The Community Living business was historically presented as a part of the Provider Services reportable segment.

In accordance with ASC 205-20, Allocation of Interest to Discontinued Operations, the Company elected to allocate interest expense to discontinued operations for the Company’s debt that is not directly attributed to the Community Living business. Interest expense was allocated based on a ratio of net assets held for sale to the sum of consolidated net assets and consolidated debt. In addition, upon closing of the divestiture, we entered into a transition services agreement (“TSA”) with the Purchaser to support the Purchaser's post-closing operations of the Community Living business by providing the Purchaser with certain transition services in exchange for service fees in the form of both fixed-price and pass through costs over the 18 months following the close of the transaction. Transition services primarily include finance and accounting, human resources, IT, facilities management, and compliance services.

The financial results of the Community Living business are presented as income from discontinued operations on our unaudited condensed consolidated statements of operations through March 31, 2026. The following table presents the financial results of the Community Living business (in thousands):


	For the Three Months Ended
	March 31,
	2026		2025
Services revenue	$	306,646	$	299,106
Cost of services		206,585		204,183
Gross profit		100,061		94,923
Selling, general, and administrative expenses		37,966		60,744
Operating income of discontinued operations		62,095		34,179
Interest expense, net		6,677		7,907
Gain on sale of discontinued operations		103,412		—
Income of discontinued operations before incomes taxes		158,830		26,272
Income tax expense of discontinued operations		84,503		6,478
Income from discontinued operations, net of income taxes	$	74,327	$	19,794

The following table presents the aggregate carrying amounts of assets and liabilities held for sale for the Community Living business as of December 31, 2025 in the unaudited condensed consolidated balance sheet (in thousands):


Assets
Current assets:
Cash and cash equivalents	$	107
Accounts receivable, net of allowance for credit losses		136,875
Inventories		3,294
Prepaid expenses and other current assets		2,717
Total current assets held for sale		142,993
Property and equipment, net of accumulated depreciation of $104,314		83,465
Goodwill		307,640
Intangible assets, net of accumulated amortization		216,192
Operating lease right-of-use assets, net		129,005
Other assets		2,894
Total assets held for sale	$	882,189
Liabilities
Current liabilities:
Trade accounts payable	$	25,081
Accrued expenses		59,038
Current portion of obligations under operating leases		32,749
Current portion of obligations under financing leases		7,691
Total current liabilities held for sale		124,559
Obligations under operating leases, net of current portion		57,771
Obligations under financing leases, net of current portion		12,766
Deferred income taxes, net		390
Long-term liabilities		508
Total liabilities held for sale	$	195,994

The following table presents the significant non-cash items and purchases of property and equipment for the discontinued operations that are included in the accompanying unaudited condensed consolidated statements of cash flows (in thousands):


	For the Three Months Ended
	March 31,
	2026			2025
Cash flows from operating activities of discontinued operations:
Depreciation and amortization	$	—		$	1,329
Share-based compensation		(9,301	)		3,207
Gain on sale of discontinued operations		(103,412	)		—

Cash flows used in investing activities of discontinued operations:
Purchases of property and equipment		3,088			3,044

3. Revenue

The Company is substantially dependent on revenues received under contracts with federal, state, and local government agencies. Operating funding sources are generally earned from Medicaid, Medicare, commercial insurance reimbursement, and from private and other payors. There is no single customer whose revenue was 10% or more of our consolidated revenue during the periods presented. The following tables set forth revenue by payor type (in millions):


	Pharmacy Solutions
		For the Three Months Ended March 31,
		2026					2025
		Revenue		% of Revenue			Revenue		% of Revenue
Commercial insurance		$	959.4		26.5	%	$	674.5		23.4	%
Medicaid			308.6		8.5	%		238.2		8.3	%
Medicare Part A			137.7		3.8	%		140.4		4.9	%
Medicare Part B			20.3		0.6	%		19.5		0.7	%
Medicare Part C			602.4		16.7	%		487.7		16.9	%
Medicare Part D			1,074.1		29.7	%		910.9		31.6	%
Private & other			68.8		2.0	%		61.0		2.2	%
		$	3,171.3		87.8	%	$	2,532.2		88.0	%


	Provider Services
		For the Three Months Ended March 31,
		2026					2025
		Revenue		% of Revenue			Revenue		% of Revenue
Commercial insurance		$	54.9		1.5	%	$	41.4		1.4	%
Medicaid			97.1		2.7	%		85.1		3.0	%
Medicare Part A			171.2		4.7	%		122.4		4.3	%
Medicare Part B			1.5		0.0	%		1.5		0.1	%
Medicare Part C			64.6		1.8	%		32.6		1.1	%
Private & other			53.1		1.5	%		62.9		2.1	%
		$	442.4		12.2	%	$	345.9		12.0	%


	Consolidated
		For the Three Months Ended March 31,
		2026					2025
		Revenue		% of Revenue			Revenue		% of Revenue
Commercial insurance		$	1,014.3		28.0	%	$	715.9		24.8	%
Medicaid			405.7		11.2	%		323.3		11.3	%
Medicare Part A			308.9		8.5	%		262.8		9.2	%
Medicare Part B			21.8		0.6	%		21.0		0.8	%
Medicare Part C			667.0		18.5	%		520.3		18.0	%
Medicare Part D			1,074.1		29.7	%		910.9		31.6	%
Private & other			121.9		3.5	%		123.9		4.3	%
		$	3,613.7		100.0	%	$	2,878.1		100.0	%

Refer to Note 11 for the disaggregation of revenue by reportable segment.

4. Acquisitions

2026 Acquisitions

There were no acquisitions completed during the three months ended March 31, 2026.

2025 Acquisitions

During the year ended December 31, 2025, we completed three acquisitions within the Provider Services segment for aggregate consideration net of cash acquired of $247.0 million. We entered into these transactions in order to expand our services and geographic offerings. The operating results of these acquisitions are included in our unaudited condensed consolidated financial statements from the respective dates of the acquisition.

Amedisys and LHC Branches Acquisition

The Company entered into a purchase agreement with Amedisys, Inc., UnitedHealth Group Incorporated and certain of their respective subsidiaries, to purchase certain Amedisys home health and hospice care centers and certain UnitedHealth Group care centers (the “Amedisys and LHC Branches Acquisition”), which is comprised of 110 branches, for a total purchase price of $246.4

million, net of cash acquired. On December 1, 2025 and December 31, 2025, the Company closed on 103 branches and 4 branches, respectively, as a part of the Amedisys and LHC Branches Acquisition for aggregate consideration of $238.5 million net of cash acquired of which $42.2 million was paid in the first fiscal quarter of 2026. The closing of the remaining three branches is expected to occur in fiscal year 2026, subject to customary regulatory approvals and other closing conditions.

Upon closing, we entered into a one-year TSA with the sellers to support our post-closing operations of the Amedisys and LHC Branches Acquisition. The sellers will continue to provide certain transition services in exchange for fixed-price service fees. Transition services primarily include finance and accounting, human resources, IT, and legal and compliance services. The fees associated with the services rendered under the TSA are not material to our results of operations and are recorded within selling, general, and administrative expenses in our unaudited condensed consolidated statements of operations.

The Amedisys and LHC Branches Acquisition provides home health and hospice care services through several legal entities in 18 states, of which 17 states have closed as of March 31, 2026. Its results are consolidated within the Provider Services segment. The allocation of the purchase price is provisional as of March 31, 2026. Provisional amounts primarily relate to the valuation of intangible assets, certain lease right-of-use assets and lease liabilities, working capital accounts (accounts receivable and certain accruals), and the valuation of redeemable noncontrolling interests. The provisional status is due to pending third‑party valuations, receipt of additional information from the sellers, and completion of certain closing procedures. We expect to complete the purchase price allocation no later than December 1, 2026. During the measurement period, we will record adjustments to provisional amounts with a corresponding adjustment to goodwill, reflecting facts and circumstances that existed as of the acquisition dates. The following table summarizes the consideration paid (in thousands) for the Amedisys and LHC Branches Acquisition and the provisional fair value of the assets acquired and the liabilities assumed at the respective acquisition dates.


Accounts receivable	$	35,715
Prepaid expenses and other current assets		32
Property and equipment		5,633
Goodwill		162,986
Intangible assets		62,897
Operating lease right-of-use assets		12,604
Other assets		96
Trade accounts payable		1,881
Accrued expenses		10,813
Current portion of obligations under operating leases		4,177
Current portion of obligations under financing leases		1,797
Obligations under operating leases, net of current portion		8,427
Obligations under financing leases, net of current portion		3,587
Long-term liabilities		2,773
Redeemable noncontrolling interests		8,084
Noncontrolling interest		(35	)
Aggregate purchase price, net of cash acquired	$	238,459

The Company acquired eight joint ventures as a part of the transaction which are recorded either as redeemable noncontrolling interests or noncontrolling interest on the unaudited condensed consolidated balance sheets based on the nature of the joint venture.

The fair value of acquired licenses of $62.9 million was based upon a third-party valuation, of which $56.0 million were assigned an indefinite life. The definite-lived licenses have an estimated weighted average useful life of 10.0 years. We expect all of the goodwill will be deductible for tax purposes. The Company believes the resulting amount of goodwill reflects its expectation of synergistic benefits of the acquisition.

The Amedisys and LHC Branches Acquisition contributed $78.5 million in revenue and $7.4 million in operating income during the three months ended March 31, 2026. The Amedisys and LHC Branches Acquisition was not completed until the fourth fiscal quarter of 2025, as such it did not contribute any revenue or operating income during the three months ended March 31, 2025.

The following table contains the unaudited pro forma consolidated financial information, assuming that the Amedisys and LHC Branches Acquisition transaction closed on January 1, 2025 (in thousands):


	For The Three Months Ended
	March 31,
	2025
Revenue	$	2,963,594
Operating income	$	60,724
Net income from continuing operations attributable to BrightSpring Health Services, Inc. and subsidiaries	$	17,037

These pro forma results include adjustments for current factors that would affect the business, including non-recurring transaction costs, depreciation, amortization of acquired intangible assets, and income taxes based on the Company's statutory tax rate. The unaudited pro forma financial information is not necessarily indicative of either future results of operations or results of operations that might have been achieved had the acquisition been consummated as of January 1, 2025 and does not reflect any operating efficiencies and cost savings that may be realized from the integration of the acquisition.

Others

Aggregate consideration for the two other acquisitions completed in 2025 was approximately $8.5 million. No cash was acquired as a part of these transactions. The operating results of the acquisitions are not material to our results of operations.

The Company expects to finalize the purchase price allocation for the 2025 acquisitions prior to the one-year anniversary date of each acquisition. During the three months ended March 31, 2025, the Company incurred immaterial transaction costs related to all 2025 acquisitions, including those acquisitions completed in subsequent quarters of 2025. These costs are included in selling, general, and administrative expenses in our unaudited condensed consolidated statements of operations.

5. Goodwill and Intangible Assets

A summary of changes to goodwill, by reportable segment, is as follows (in thousands):


	Goodwill
	Pharmacy Solutions		Provider Services			Total
Goodwill at January 1, 2026*	$	841,052	$	1,704,621		$	2,545,673
Measurement period adjustments		—		(12,056	)		(12,056	)
Foreign currency adjustments		—		(62	)		(62	)
Goodwill at March 31, 2026*	$	841,052	$	1,692,503		$	2,533,555

* For the periods presented, the carrying amount of goodwill is presented net of accumulated impairment losses of $40.9 million, which were incurred in fiscal year 2022.

Intangible assets are as follows (in thousands):


	March 31, 2026						December 31, 2025
	Gross		Accumulated Amortization		Net Carrying Value		Gross		Accumulated Amortization		Net Carrying Value		Life (Years)
Customer relationships	$	501,510	$	368,679	$	132,831	$	502,160	$	356,146	$	146,014	5-20
Trade names		318,768		160,123		158,645		318,768		154,601		164,167	2-20
Licenses		67,395		19,973		47,422		67,395		18,886		48,509	10-20
Doctor/payor network		4,260		3,768		492		5,650		4,987		663	5-8
Covenants not to compete		6,604		4,984		1,620		6,654		4,717		1,937	2-7
Other intangible assets		10,940		8,316		2,624		10,940		7,925		3,015	5-7
Total definite-lived assets	$	909,477	$	565,843	$	343,634	$	911,567	$	547,262	$	364,305
Licenses		193,250		—		193,250		193,250		—		193,250	Indefinite
Total intangible assets	$	1,102,727	$	565,843	$	536,884	$	1,104,817	$	547,262	$	557,555

Amortization expense for the three months ended March 31, 2026 and 2025 was $20.7 million and $23.4 million, respectively.

6. Debt and Derivatives

The table below summarizes the total outstanding debt of the Company (in thousands):


	March 31, 2026					December 31, 2025
	Rate			Amount		Rate			Amount
First Lien Incremental Term Loan Tranche B-5 - payable to lenders at SOFR plus applicable margin		6.17	%	$	2,514,872		6.22	%	$	2,521,255
Revolving Credit Loans - payable to lenders at SOFR plus applicable margin		6.42	%		—		6.47	%		—
Swingline/Base Rate - payable to lenders at ABR plus applicable margin		8.50	%		—		8.50	%		—
Amortizing Notes (1)					25,394					31,360
Notes payable and other					17,125					17,129
Total debt					2,557,391					2,569,744
Less: debt issuance costs, net					59,560					62,200
Total debt, net of debt issuance costs					2,497,831					2,507,544
Less: current portion of long-term debt					52,960					52,340
Total long-term debt, net of current portion				$	2,444,871				$	2,455,204

(1)

See Note 7 for discussion of Amortizing Notes.

The following discussion summarizes the debt agreements for the three months ended March 31, 2026 and the year ended December 31, 2025.

First Lien Credit Agreement

On March 5, 2019, the Company entered into a First Lien Credit Agreement (the “First Lien”), with Morgan Stanley Senior Funding, Inc., as the Administrative Agent and the Collateral Agent.

On December 11, 2024, we amended the First Lien to refinance the outstanding principal by establishing a Tranche B-5 Term Loan (“Tranche B-5”) in an aggregate principal amount of $2,553.2 million at a rate equal to Secured Overnight Financing Rate (“SOFR”) plus 2.50% or Alternate Base Rate (“ABR”) plus 1.50% with a maturity date of February 21, 2031. Principal payments are due on the last business day of each quarter, which commenced in the first fiscal quarter of 2025 and equate to 0.25% of the principal at issuance, with a balloon payment due February 21, 2031.

Revolving Credit Facility

The First Lien also extends credit in the form of a Revolving Credit Facility with a borrowing capacity of $475.0 million (the “Revolver”), of which up to $50.0 million is available as swingline loans and up to $82.5 million is available as letters of credit (the “LC Sublimit”). The Revolver will mature on June 30, 2028. Borrowings bear interest at a rate equal to SOFR (with a floor of 0.00%) plus 3.00% for the Revolving Credit Loans and ABR (with a floor of 0.00%) plus 2.00% for the Swingline Loans. As of March 31, 2026 and December 31, 2025, the Company had $475.0 million of borrowing capacity available under the Revolver as there were no borrowings under the Revolver or letters of credit outstanding.

The Company’s First Lien also provides for an additional $65.0 million of letter of credit commitments (the “LC Facility”), which are not subject to the LC Sublimit and do not reduce the Revolver borrowing capacity. As of March 31, 2026, there were $62.9 million of letters of credit outstanding under the LC Facility, resulting in an available borrowing capacity of $2.1 million. As of December 31, 2025, there were $62.8 million of letters of credit outstanding under the LC Facility, resulting in an available borrowing capacity of $2.2 million.

Derivative Financial Instruments


	Notional Amount as of
Financial Institution	March 31, 2026		December 31, 2025		Effective Dates	Fixed Rates
Credit Agricole Corporate and Investment Bank	$	500	$	500	1-year period ending September 30, 2026		3.72500	%
Mizuho Capital Markets		500		500	1-year period ending September 30, 2026		3.61121	%
Credit Agricole Corporate and Investment Bank		250		250	3-year period ending September 30, 2028		3.33150	%
Morgan Stanley		250		250	3-year period ending September 30, 2028		3.17700	%
Existing contracts	$	1,500	$	1,500

Mizuho Capital Markets	$	500	$	500	2-year period ending September 30, 2028		3.20220	%
Forward starting contracts (1)	$	500	$	500

(1)

During the fourth fiscal quarter of 2025, we entered into a forward starting interest rate swap agreement, with a $500 million notional amount, to hedge the cash flow risk of variability in interest payment on our variable rate borrowings. The effective date of the forward starting interest rate swap agreement is September 30, 2026. As of March 31, 2026, this contract meets the criteria of a cash flow hedge.

The net fair value of the cash flow hedges as of March 31, 2026 and December 31, 2025 was a $6.9 million asset and a $0.4 million liability, respectively, and is reflected in prepaid expenses and other current assets, other assets, accrued expenses and long-term liabilities, as applicable, in the unaudited condensed consolidated balance sheets. Refer to Note 9 for details. The fair values of our interest rate swaps are based upon Level 2 inputs, which include valuation models. The key inputs for the valuation models are quoted market prices, interest rates, forward yield curves, and credit risk adjustments that are necessary to reflect the probability of default by the counterparty or us.

Amounts reported in accumulated other comprehensive income (“AOCI”) related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. Interest received, including payments made or received under the cash flow hedges, was $0.6 million and $4.4 million for the three months ended March 31, 2026 and 2025, respectively. The Company expects approximately $3.0 million of pre-tax gains to be reclassified out of AOCI into earnings within the next twelve months.

7. Tangible Equity Units (“TEUs”)

Concurrently with the IPO in 2024, we issued 8,000,000 TEUs, which have a stated amount of $50.00 per unit. Each TEU is comprised of a prepaid stock purchase contract (“Purchase Contract”) and a senior amortizing note (“Amortizing Note”) due February 1, 2027, each issued by the Company. Each TEU may be separated by a holder into its constituent Purchase Contract and Amortizing Note, each of which is considered a freestanding financial instrument. The proceeds from the issuance were allocated to equity and debt based on the relative fair value of the respective components of each TEU.

The value allocated to the Purchase Contract is reflected net of issuance costs in additional paid-in capital. The value allocated to the Amortizing Notes is reflected in long-term debt, with payments expected in the next twelve months reflected in current portion of long-term debt, in the unaudited condensed consolidated balance sheets. The long-term portion of the Amortizing Notes as of December 31, 2025 was $6.6 million. The full value of the Amortizing Notes as of March 31, 2026 was included in current portion of long-term debt since the final installment payment date is due within one-year of the period end. The current portion of the Amortizing Notes as of March 31, 2026 and December 31, 2025 was $25.4 million and $24.8 million, respectively. Issuance costs related to the Amortizing Notes are reflected as a reduction of the carrying amount and are amortized through the maturity date using the effective interest rate method.

Amortizing Notes

The Company pays equal quarterly cash installments of $0.8438 per Amortizing Note on February 1, May 1, August 1 and November 1, commencing on May 1, 2024, except for the May 1, 2024 installment payment, which was $0.8531 per Amortizing Note, with a final installment payment date of February 1, 2027. In the aggregate, the annual quarterly cash installments are the equivalent of 6.75% per year. Each installment payment constitutes a payment of interest and a partial repayment of principal. The Company paid $6.8 million and $6.7 million in TEU installment payments during the three months ended March 31, 2026 and 2025, respectively. The Amortizing Notes rank equally in right of payment with all other existing and future unsecured senior indebtedness and rank senior to all of our existing and future indebtedness, if any, that is subordinated to the Amortizing Notes.

Purchase Contracts

At any time prior to the second scheduled trading day immediately preceding February 1, 2027, a holder may elect to settle its Purchase Contract early, in whole or in part, at an early settlement rate equal to the minimum settlement rate. The Company has the right to settle the Purchase Contracts on or after November 1, 2024, in whole but not in part, on a date fixed by it at an early mandatory settlement rate equal to the maximum settlement rate, subject to certain exceptions. During the three months ended March 31, 2026 and 2025, no TEUs were converted at the holder's option.

Unless settled earlier at the holder’s option or at the Company's election, each Purchase Contract will, subject to postponement in certain limited circumstances, automatically settle on February 1, 2027 for a number of shares of our common stock, subject to certain anti-dilution adjustments, based upon the 20-day volume-weighted average price of our common stock.

The Purchase Contracts are mandatorily convertible into a minimum of 26.2 million shares or a maximum of 30.8 million shares of our common stock on the mandatory settlement date (unless redeemed by us or settled earlier at the unit holder's option). The 26.2 million minimum shares are included in the calculation of basic weighted average shares outstanding. The difference between the minimum and maximum shares represents potentially dilutive securities, which are included in the calculation of diluted weighted average shares outstanding to the extent that the average applicable market value is equal to or greater than $13.00 but is less than or equal to $15.28 during the period (see Note 10).

8. Income Taxes

The provision for income taxes is attributable to U.S federal, state, and foreign income taxes. The Company’s effective tax rate used for interim periods is based on an estimated annual effective tax rate and includes the tax effect of items required to be recorded discretely in the interim periods in which those items occur.

A reconciliation of the Company’s effective tax rate is as follows:


	For the Three Months Ended
	March 31,
	2026			2025
Estimated annual effective tax rate before discrete items		25.4	%		25.7	%
Discrete items recognized		(15.1	)%		(28.4	)%
Effective tax rate recognized in the statements of operations		10.3	%		(2.7	)%

During the three months ended March 31, 2026, the Company’s effective tax rate was lower than the U.S. federal income tax rate, primarily as a result of including $12.5 million in net tax benefits resulting from the recognition of excess tax benefits from share-based compensation, partially offset by limitations on the deductibility of certain executive compensation. During the three months ended March 31, 2025, the Company's effective tax rate was lower than the U.S. federal income tax rate, primarily as a result of including $2.4 million in tax benefits resulting from the recognition of excess tax benefits from share-based compensation.

9. Detail of Certain Balance Sheet Accounts

Prepaid expenses and other current assets consist of the following (in thousands):


	March 31, 2026		December 31, 2025
Non-trade receivables	$	56,584	$	38,196
Rebate receivable		20,874		32,407
Inventory returns receivable		12,236		11,019
Prepaid insurance		10,119		13,255
Dues and subscriptions		8,124		7,588
Prepaid maintenance		7,360		6,025
Interest rate swaps		123		—
Income tax receivable		—		864
Other prepaid expenses and current assets		11,386		9,238
Total prepaid expenses and other current assets	$	126,806	$	118,592

Other assets consist of the following (in thousands):


	March 31, 2026		December 31, 2025
Insurance recoveries	$	40,768	$	7,251
Other investments		7,492		7,481
Interest rate swaps		6,968		1,181
Cloud computing		6,702		6,017
Deposits		5,800		5,722
Deferred compensation		4,569		4,702
Notes receivable		2,894		4,012
Deferred debt issuance costs		1,588		1,764
Equity method investments		714		721
Other assets		859		861
Total other assets	$	78,354	$	39,712

Accrued expenses consist of the following (in thousands):


	March 31, 2026		December 31, 2025
Wages and payroll taxes	$	134,331	$	131,162
Checks in excess of cash balance		35,465		34,824
Compensated absences		33,077		31,543
Workers compensation insurance reserves		25,614		24,897
Health insurance reserves		23,554		15,389
Legal settlements and professional fees		12,224		10,525
Deferred revenue		9,176		9,039
Property insurance reserves		9,102		11,170
General and professional liability insurance reserves		8,324		7,696
Automobile insurance reserves		4,380		5,585
Taxes other than income taxes		3,354		3,506
Interest		1,190		1,507
Interest rate swaps		162		1,405
Other		51,938		44,776
Total accrued expenses	$	351,891	$	333,024

Long-term liabilities consist of the following (in thousands):


	March 31, 2026		December 31, 2025
General and professional liability insurance reserves	$	37,235	$	25,032
Workers compensation insurance reserves		25,478		25,369
Automobile insurance reserves		10,345		9,849
Deferred compensation		4,569		4,702
Contingent consideration		750		750
Interest rate swaps		—		156
Other		849		707
Total long-term liabilities	$	79,226	$	66,565

10. Earnings Per Share (“EPS”)

Basic net income per share of common stock excludes dilution and is reported separately for continuing operations and discontinued operations. Basic net income per share of common stock for continuing operations and discontinued operations is calculated by dividing net income from continuing operations and discontinued operations attributable to common shareholders by the weighted average number of shares outstanding for the reporting period. Diluted net income per share of common stock is computed by giving effect to all potential weighted average dilutive common stock. In periods of net loss, no potentially dilutive common shares are included in the diluted shares outstanding as the effect is anti-dilutive.

The number of additional shares of common stock related to restricted stock units (“RSUs”) and stock option awards is calculated using the treasury stock method, if dilutive.

For the three months ended March 31, 2026 and 2025, the TEUs were assumed to be outstanding at the minimum settlement amount for weighted-average shares for basic EPS. For the three months ended March 31, 2026 and 2025, the Company's average applicable market value was greater than $15.28, resulting in no dilutive impact to EPS for TEUs. See Note 7 for further discussion of TEUs.

The following table sets forth the computation of basic and diluted net income per share attributable to common shareholders (in thousands, except per share amounts):


	For the Three Months Ended
	March 31,
	2026			2025
Numerator:
Net income from continuing operations	$	74,283		$	9,216
Less: Net loss attributable to noncontrolling interests		(157	)		(532	)
Net income from continuing operations attributable to common shareholders		74,440			9,748
Net income from discontinued operations		74,327			19,794
Net income attributable to common shareholders	$	148,767		$	29,542

Denominator:
Weighted-average shares outstanding - basic		204,712			201,005

Effect of dilutive securities:
Stock options		9,416			8,055
RSUs		7,193			5,867
TEUs		—			—
Weighted-average shares outstanding - diluted		221,321			214,927

Basic income per share attributable to common shareholders:
Continuing operations	$	0.36		$	0.05
Discontinued operations	$	0.37		$	0.10
Net income per share	$	0.73		$	0.15

Diluted income per share attributable to common shareholders:
Continuing operations	$	0.34		$	0.05
Discontinued operations	$	0.33		$	0.09
Net income per share	$	0.67		$	0.14

The following potentially common share equivalents were excluded from the computation of diluted net income per share because their effect would have been anti-dilutive for the periods presented (in thousands):


	For the Three Months Ended
	March 31,
	2026		2025
Stock options		2,092		1,422
RSUs		—		—
TEUs		—		—
Total		2,092		1,422

11. Segment Information

The Company's Chief Operating Decision Maker (“CODM”) is its Chief Executive Officer, who evaluates the performance of our segments and allocates resources based on segment EBITDA. Segment EBITDA is used as the key profitability measure when we set our annual operating plan for each segment, is the metric with which our CODM assesses segment results, and is a key component of our annual variable compensation plans. Segment EBITDA is commonly used as an analytical indicator within the health care industry

and is utilized in the evaluation of segment operating performance as it is a profit measure that is generally within the control of the operating segments.

For all segments, the CODM uses segment EBITDA in the annual budgeting and monthly forecasting process. The CODM considers actual-to budget and actual-to current forecast variances for segment EBITDA on a monthly basis for evaluating performance of each segment and making decisions about allocating capital and other resources to each segment.

Segment amounts exclude certain expenses not specifically identifiable to the segments for functions performed in a centralized manner, which include accounting, finance, human resources, legal, information technology, corporate office support, and overall corporate management. Segment assets and capital expenditures are not provided to the Company’s CODM and, therefore, are not disclosed.

The following tables set forth information about the Company’s reportable segments, along with the items necessary to reconcile the segment information to the totals reported in the Company’s unaudited condensed consolidated statements of operations as follows (in thousands):


	For the Three Months Ended March 31, 2026
	Pharmacy Solutions		Provider Services		Total Segments
Products revenue	$	3,171,349	$	—	$	3,171,349
Services revenue		—		442,372		442,372
Cost of drugs		2,672,793		—		2,672,793
Cost of services		—		260,924		260,924
Other direct costs (1)		197,782		—		197,782
Segment selling, general, and administrative expenses (2)		157,034		122,422		279,456
Segment depreciation and amortization expense (3)		25,328		6,954		32,282
Segment EBITDA	$	169,068	$	65,980	$	235,048


	For the Three Months Ended March 31, 2025
	Pharmacy Solutions		Provider Services		Total Segments
Products revenue	$	2,532,171	$	—	$	2,532,171
Services revenue		—		345,958		345,958
Cost of drugs		2,147,576		—		2,147,576
Cost of services		—		211,545		211,545
Other direct costs (1)		180,639		—		180,639
Segment selling, general, and administrative expenses (2)		115,738		90,102		205,840
Segment depreciation and amortization expense (3)		27,508		6,769		34,277
Segment EBITDA	$	115,726	$	51,080	$	166,806

(1)

Other direct costs primarily includes direct labor costs, delivery costs, insurance, and depreciation and amortization expense that relates to revenue-generating assets.

(2)

Segment selling, general, and administrative expense includes indirect labor costs, depreciation and amortization, insurance, rent, lease, supplies, professional services, maintenance, repairs, utilities, and communications expense.

(3)

Total segment depreciation and amortization expense is presented in other direct costs, costs of services, and segment general and administrative expenses, based on the associated asset.


	For the Three Months Ended
	March 31,
	2026		2025
Reconciliation of income:
Total Segment EBITDA	$	235,048	$	166,806
Segment depreciation and amortization		32,282		34,277
Expenses not allocated at segment level:
Selling, general, and administrative expenses		74,505		75,235
Depreciation and amortization		6,812		6,555
Interest expense, net		38,615		41,763
Income tax expense (benefit)		8,551		(240	)
Net income from continuing operations	$	74,283	$	9,216

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion analyzes our financial condition and results of operations and should be read in conjunction with our unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q (our “Form 10-Q”). This discussion contains forward-looking statements that involve risks and uncertainties. See “Forward-Looking Statements.” When reviewing the discussion below, you should keep in mind the substantial risks and uncertainties that characterize our business. Known material factors that could affect our financial performance and actual results, and could cause actual results to differ materially from those expressed or implied in any forward-looking statements included in this discussion or otherwise made by our management, are described in Item 2 of Part I of this Form 10-Q, and in Item 1A, “Risk Factors” of Part I of our Annual Report on Form 10-K for the year ended December 31, 2025 (our “Form 10-K”). Factors that could cause or contribute to such difference are not limited to those identified in “Risk Factors.” When used in the following discussion, “Senior” patients and populations mean individuals who are aged 65 and older, and “Specialty” patients and populations mean individuals who have unique, specialized and most often chronic/life-long health conditions and needs.

Overview

We are a leading home and community-based healthcare services platform, focused on delivering complementary pharmacy and provider services to complex patients. We have a differentiated approach to care delivery, with an integrated and scaled model that addresses critical services that the highest-need and highest-cost patients require. With a focus on Senior and Specialty patients, our platform provides pharmacy and provider services (both clinical and supportive care in nature) in lower-cost home and community settings largely to Medicare, Medicaid, and commercially-insured populations. We are an essential part of our nation’s health delivery network as a front-line provider of high-quality and cost-effective care to a large and growing number of people, who increasingly require a combination of specialized solutions to enable holistic health care management. Our presence spans all 50 states; we serve over 475,000 patients daily through our approximately 12,400 clinical providers and pharmacists; and our services make a profound impact in the lives and communities of the people we serve.

Unless otherwise noted, amounts and disclosures throughout this Management’s Discussion and Analysis relate to our continuing operations. Refer to “PART I - Item 1. Note 2” of our Form 10-K for additional information regarding discontinued operations.

For additional overview of our business, see “PART I - Item 1. Business” of our Form 10-K.

First Quarter of 2026 Key Highlights

•

Completed the divestiture of the Community Living business on March 30, 2026

•

Completed an underwritten secondary offering of our common stock by affiliates Kohlberg Kravis Roberts & Co. L.P. and certain members of management in March 2026

•

Repurchased 1,464,807 shares of common stock in connection with the March 2026 secondary offering

•

Company leverage of 2.27x at March 31, 2026

Financial Performance Highlights: First Quarter of 2026 Compared to First Quarter of 2025

•

Revenue grew by $735.6 million, or 25.6%, to $3.6 billion

•

Pharmacy Solutions segment revenue grew by $639.2 million, or 25.2%, to $3.2 billion

•

Provider Services segment revenue grew by $96.4 million, or 27.9%, to $442.4 million

•

Net income increased by $65.1 million to $74.3 million

•

Adjusted EBITDA(1) increased by $58.7 million, or 44.8%, to $189.8 million

•

Pharmacy Solutions segment EBITDA increased by $53.3 million, or 46.1%, to $169.1 million

•

Provider Services segment EBITDA grew by $14.9 million, or 29.2%, to $66.0 million

•

Diluted EPS increased by $0.29 from $0.05 to $0.34

•

Adjusted EPS(1) increased by $0.20 from $0.19 to $0.39

(1) Reconciliation of GAAP to non-GAAP results is provided below under the section entitled “Non-GAAP Financial Measures.”

Recent Developments

On January 17, 2025, the Company entered into a purchase agreement with National Mentor Holding, Inc. to divest our community living services, home and community based waiver programs, and intermediate care facilities (the “Community Living business”), for $835 million, subject to typical adjustments for working capital and other customary items. The divestiture closed on March 30, 2026. The Company has determined the divestiture of the Community Living business represents a strategic shift that will have a major effect on its business and therefore met the criteria for classification as discontinued operations in the first fiscal quarter of 2025. This transaction provides for continuity of important intellectual and developmental disability services while BrightSpring focuses on a concentrated group of customers, patients and stakeholders in the future. We believe the Company’s streamlined service offerings will result in increased strategic focus, operational efficiencies, a refined payer mix, and greater clinical integration and business synergy across the Provider Services segment. The divestiture will also augment our expected revenue and Adjusted EBITDA growth rates and maximize exposure to target growth markets that require BrightSpring’s needed and valuable solutions, such as home health, hospice, rehab, and primary care. Unless otherwise noted, amounts and disclosures throughout this Management’s Discussion and Analysis relate to our continuing operations. Refer to “PART I - Item 1. Note 2” of our Form 10-K for additional information regarding discontinued operations.

On March 4, 2026, KKR Stockholder and certain management selling stockholders completed a registered secondary public offering of 20,000,000 shares of the Company’s common stock (the “March 2026 Offering”). The Company did not sell any shares of common stock that were offered in the March 2026 Offering. Also, the Company did not receive any proceeds from the March 2026 Offering, other than proceeds received in connection with the cash exercise of stock options by the management selling stockholders in connection with the March 2026 Offering.

In connection with the March 2026 Offering, the Company concurrently purchased from the underwriter, out of the aggregate of 20,000,000 shares of common stock that were the subject of the March 2026 Offering, 1,464,807 shares of common stock at a price of $40.96 per share, for a total purchase price of $60.0 million. The purchase price reflected a discount to the closing market price on the date of purchase. The repurchase was reviewed and approved by the Audit Committee of our Board of Directors.

Our Service Offerings

We are one of the largest independent providers of home and community-based health services in the United States, delivering both pharmacy and provider services. We believe our high-quality and complementary health services offerings address significant and important patient and stakeholder needs. We enhance patient outcomes through the delivery and coordination of high-quality services that high-need, high-cost patients require. Our services are principally delivered in patient-preferred and lower-cost settings and often over longer periods of time, given the chronic nature of the patient conditions that we address. We believe our breadth of service capabilities and proven outcomes position us as a provider of choice for patients, families, referral sources, customers, and payors. We deliver services through two reportable segments: Pharmacy Solutions and Provider Services. For additional details regarding our diversified service offerings within each reportable segment see “PART I - Item 1. Business” of our Form 10-K.

The following table summarizes the revenues generated by each of our reportable segments:


	For the Three Months Ended
	March 31,
	2026					2025
($ in millions)	Revenue		% of Revenue			Revenue		% of Revenue
Pharmacy Solutions	$	3,171.3		87.8	%	$	2,532.2		88.0	%
Provider Services		442.4		12.2	%		345.9		12.0	%
Consolidated BrightSpring	$	3,613.7		100.0	%	$	2,878.1		100.0	%

Payor Mix

We are characterized by payor diversification across our platform. Our payors are principally federal, state, and local governmental agencies, commercial insurance, private, and other payors. Additionally, our Medicaid payors can be further broken down across each individual state with our top 10 Medicaid states representing 6% of total Company revenue for the three months ended March 31, 2026 and 2025.

We provide our services across all 50 states, Puerto Rico and Canada, with our top 10 states of operations comprising 52% and 53% of total Company revenues for the three months ended March 31, 2026 and 2025, respectively. The federal, state, and local programs under which we operate are subject to legislative and budgetary changes that can influence reimbursement rates.

The following tables summarize the percentage of revenue generated by each payor type for each of our service offerings and reportable segments:


	For the Three Months Ended March 31, 2026
	Commercial insurance			Medicaid			Medicare Part A			Medicare Part B			Medicare Part C			Medicare Part D			Private & other			Total
Infusion and Specialty Pharmacy		23.9	%		7.2	%		—			0.6	%		16.7	%		23.6	%		1.2	%		73.2	%
Home and Community Pharmacy		2.6	%		1.3	%		3.8	%		0.0	%		0.0	%		6.1	%		0.8	%		14.6	%
Pharmacy Solutions		26.5	%		8.5	%		3.8	%		0.6	%		16.7	%		29.7	%		2.0	%		87.8	%
Home Health Care		0.4	%		0.3	%		4.7	%		0.0	%		1.7	%		—			0.2	%		7.3	%
Rehab Care		1.0	%		0.6	%		—			0.0	%		0.1	%		—			0.4	%		2.1	%
Personal Care		0.1	%		1.8	%		—			—			—			—			0.9	%		2.8	%
Provider Services		1.5	%		2.7	%		4.7	%		0.0	%		1.8	%		—			1.5	%		12.2	%
Consolidated BrightSpring		28.0	%		11.2	%		8.5	%		0.6	%		18.5	%		29.7	%		3.5	%		100.0	%


	For the Three Months Ended March 31, 2025
	Commercial insurance			Medicaid			Medicare Part A			Medicare Part B			Medicare Part C			Medicare Part D			Private & other			Total
Infusion and Specialty Pharmacy		20.7	%		6.2	%		—			0.7	%		16.9	%		22.3	%		0.9	%		67.7	%
Home and Community Pharmacy		2.7	%		2.1	%		4.9	%		—			0.0	%		9.3	%		1.3	%		20.3	%
Pharmacy Solutions		23.4	%		8.3	%		4.9	%		0.7	%		16.9	%		31.6	%		2.2	%		88.0	%
Home Health Care		0.2	%		0.3	%		4.3	%		0.1	%		1.1	%		—			0.2	%		6.2	%
Rehab Care		1.1	%		0.6	%		—			0.0	%		0.0	%		—			0.7	%		2.4	%
Personal Care		0.1	%		2.1	%		—			—			—			—			1.2	%		3.4	%
Provider Services		1.4	%		3.0	%		4.3	%		0.1	%		1.1	%		—			2.1	%		12.0	%
Consolidated BrightSpring		24.8	%		11.3	%		9.2	%		0.8	%		18.0	%		31.6	%		4.3	%		100.0	%

See Note 3 of the unaudited condensed consolidated financial statements and related notes in this Form 10-Q for more information regarding revenue by payor type for each reportable segment for the three months ended March 31, 2026 and 2025.

Trends and Other Factors Affecting Business

Expansion of our Pharmacy Solutions

We focus on providing health-dependent medications in a timely and well-supported manner to our patients receiving pharmacy solutions in their home and community-based settings. Our pharmacy services are primarily delivered directly to patients in their place of residence, home, or stay, and sometimes in a clinic setting. According to industry reports, pharmacy solutions delivered to and tailored for the home environment, such as home infusion services, oncology services, and daily medication management services in the home, will continue to grow faster than the overall and general pharmacy market. We have continued to expand our pharmacy capabilities to serve this need. We are a leading independent pharmacy provider in our respective pharmacy patient markets, and we expect to continue to increase our share, including home infusion patients, specialty oncology patients, behavioral patients, in-home Seniors, and hospice patients.

Continued Growth of our Provider Services Patient Populations

We focus on delivering high-touch and coordinated services to medically complex Senior and Specialty patients in the home and community-based settings where they live. As the baby boomer population ages, Seniors, who comprise a significant majority of our patients, will represent a higher percentage of the overall population. Given the proven value proposition of home-based health services, we believe patients will increasingly seek treatment and referral sources and payors will increasingly support treatment in homes more often than in higher cost, less convenient, higher acuity institutional settings.

The vast majority of patients we serve in our provider businesses are served in the home, and we have purposefully continued to expand our service offering and footprint to serve patients in this lower cost setting. Since 2019, we built upon supportive care services to patients, as we have meaningfully expanded our footprint of highly clinical and expert services to home health, rehabilitation, and hospice patients to address a large national healthcare need and more completely and better serve Senior and Specialty patients in the home as evidenced by continued census growth within the Provider Services segment. Our complementary services that address the multiple needs of these patient populations will increasingly provide integrated care opportunities to provide more complete and better coordinated services to patients across health settings and stages.

Stable Reimbursement Environment Across our Portfolio of Businesses

Our revenue is dependent upon our contracts and relationships with payors for our “must-serve” patient populations. We partner with a large and diverse set of payor groups nationally and in each of our markets, to form provider networks and to lower the overall cost of care. We structure our payor contracts to help both providers and payors achieve their objectives in a mutually aligned manner. Maintaining, supporting, and both deepening and increasing the number of these contracts and relationships, particularly as we continue to grow market share and enter new markets, is important for our long-term success.

We have observed relatively stable reimbursement rates from government and commercial payors in our pharmacy and provider services over a number of years, particularly for services provided to high-need, medically complex populations. Due to the medical necessity of our services, which are lower cost than healthcare services provided in other settings and reduce ER, hospital and institutional facility utilization, we have a history of reimbursement stability.

Culture of Quality and Compliance and Consistent Operations Execution

Quality and compliance are central to our strategies and mission. We have demonstrated leading and excellent service and customer/patient/family satisfaction scores across the organization, as referenced in prior filings such as our Form 10-K. In addition to quality and compliance resources and programs in field operations, we invest in people, training, auditing, signature programs, accreditations, advocacy, and technologies to support quality, compliance, and safety as part of our “Quality First” framework. We have demonstrated consistently high and often leading marks for service levels, satisfaction scores, and quality metrics in our industries.

Operational excellence is also an ongoing focus at the Company, including how we collect and share key metrics, hold operational reviews, audit, conduct training, deploy expert support resources, execute on corrective and preventative actions, and implement continuous improvement initiatives across the organization. We have continued to make investments in automation, data, and technology systems to support enhanced workflows, further scale, and future growth across service lines.

Ability to Build De Novo Locations

We have a proven ability to augment growth of existing operations by expanding our presence and opening new locations – in both of our reportable segments, Pharmacy Solutions and Provider Services – across geographies with consistent ramp-up in performance after site opening. We believe our platform can continue to build further scale nationally, adding density to additional and targeted key markets as a lever to facilitate maximum pharmacy and provider services overlap, integrated and value-based care, and growth. The Company’s geographic and operations scale, and platform of complementary segments and service lines, provides us with access to more de novo opportunities to consider and prioritize.

We typically identify and open new locations within proximity of an existing location as we leverage existing market knowledge and presence to expand in target markets, regions, and states. Our internal support resources in real estate, purchasing, IT, credentialing, payor contracting, HR, and sales and marketing, along with our Project Management Office, help to support and manage de novo locations from start to opening. We expect to continue to selectively and strategically expand our footprint within the United States and extend our service offerings to our patients and for customers, referral sources, and payors. We believe de novo investments facilitate more integrated care capability and are a meaningful organic growth driver for the Company.

Ability to Facilitate Integrated Care

Our operating model consists of complementary pharmacy and provider services that high-need Senior and Specialty populations require, and it is designed to increasingly coordinate, manage, and serve patients across our various needs and settings over time, leading to improved patient, family, physician, and referral source satisfaction, improved payor experiences, and better outcomes. Our performance and potential to drive increased service volume for increased patient and health outcomes impact is driven partly by our appeal with our patients, families, customers, referral sources, and payors to provide multiple integrated care services – either in the same setting at the same time or across settings and stages of health – within our collection of pharmacy solutions and provider services and differentiated overall capabilities.

We provide multiple pharmacy and provider services to approximately 9,000 patients today, and we believe that there are substantially more opportunities to deliver more integrated care, given the hundreds of thousands of patients we serve and a similar number of patients discharging from customers annually. Value-add, beneficial, and multiple integrated care opportunities exist for our customer base and all Senior and Specialty patient populations not only across pharmacy and provider services, but also within each segment. Within pharmacy services, Continue CareRx is aimed at providing medication risk and therapy management continuously and longitudinally post discharge from hospitals and skilled nursing customers. Within provider services, patients often transition from home health to hospice services and can receive therapy and supportive care services concurrent with each other and with home health and hospice.

Aligning to Value-Based Care Reimbursement Models with Innovative Solutions

The scale and depth of our complimentary platform of diverse yet related customer and patient services – that complex patients require – positions us at the forefront with governmental and commercial payors who are increasingly seeking ways to expand value-based reimbursement models. Our high-quality services that are delivered in home and community-based and patient and family-preferred settings at lower comparable costs are well-positioned for the long-term, and we continue to add wraparound care management capabilities and offerings to our core services. In addition to our large Medicare and Medicaid beneficiary populations, we have a large number of non-governmental payor contracts across the organization today, which both diversifies our payor mix, and provides for additional value-based opportunities and partnerships. The Company’s focused build out of its (i) Home-Based Primary Care, transitional care programs, and in-home medication therapy management, and (ii) Clinical (Nursing) Hub, are key enablers to coordinate base pharmacy and provider services and drive improved quality and lower costs for value-based care constructs. In addition to numerous payor contracts that feature reimbursement incentives, in the past year the Company has entered into several accountable care organization (“ACO”) arrangements to participate in shared savings from its attributed primary care patients and other ACO partnerships and contract as a preferred provider.

Components of Results of Operations

Revenues. The Company recognizes the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. For transactions involving the transfer of goods, revenues are primarily recognized when the customer obtains control of the products sold, which is generally upon shipment or delivery, depending on the delivery terms specified in the sales agreement. For transactions exclusively involving provision of services, revenues are recognized over time based on an appropriate measure of progress.

Cost of Goods and Cost of Services. We classify expenses directly related to providing goods and services, including depreciation and amortization, as cost of goods and cost of services. Direct costs and expenses principally include cost of drugs, net of rebates, salaries and benefits for direct care and service professionals, contracted labor costs, insurance costs, transportation costs for clients requiring services, certain client expenses such as food, supplies and medicine, residential occupancy expenses, which primarily comprise rent and utilities, and other miscellaneous direct goods or service-related expenses.

Selling, General, and Administrative Expenses. Selling, general, and administrative expenses consist of expenses incurred in support of our operations and administrative functions and include labor costs, such as salaries, bonuses, commissions, benefits, and travel-related expenses, distribution expenses, facilities rental costs, third-party revenue cycle management costs, and corporate support costs including finance, information technology, legal costs and settlements, human resources, procurement, and other administrative costs.

Interest Expense, net. Interest expense, net includes the debt service costs associated with our various debt instruments, including our First Lien Facilities, and the amortization of related deferred financing fees, which are amortized over the term of the respective credit agreement. Interest expense, net also includes the portion of the gain or loss on our interest rate swap agreements that is reclassified into earnings.

Income Tax Expense (Benefit). Our provision for income taxes is based on permanent book/tax differences and statutory tax rates in the various jurisdictions in which we operate. Significant estimates and judgments are required in determining the provision for income taxes.

Results of Operations

Consolidated Results of Operations

Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025

The following table sets forth, for the periods indicated, our consolidated results of operations.


($ in thousands)	For the Three Months Ended March 31,
						Change
	2026		2025			Amount			%
Revenues:
Products	$	3,171,349	$	2,532,171		$	639,178			25.2	%
Services		442,372		345,958			96,414			27.9	%
Total revenues		3,613,721		2,878,129			735,592			25.6	%
Cost of goods		2,870,575		2,328,215			542,360			23.3	%
Cost of services		260,924		211,545			49,379			23.3	%
Gross profit		482,222		338,369			143,853			42.5	%
Selling, general, and administrative expenses		360,773		287,630			73,143			25.4	%
Operating income		121,449		50,739			70,710			139.4	%
Interest expense, net		38,615		41,763			(3,148	)		(7.5	)%
Income from continuing operations before income taxes		82,834		8,976			73,858		n.m.
Income tax expense (benefit)		8,551		(240	)		8,791		n.m.
Net income from continuing operations	$	74,283	$	9,216		$	65,067		n.m.
Adjusted EBITDA (1)	$	189,761	$	131,062		$	58,699			44.8	%

* n.m.: not meaningful

(1) Reconciliation of GAAP to non-GAAP results is provided below under the section entitled “Non-GAAP Financial Measures.”

The following discussion of our results of operations should be read in conjunction with the foregoing table summarizing our consolidated results of operations.

Revenues

Revenues were $3,613.7 million for the three months ended March 31, 2026, as compared with $2,878.1 million for the three months ended March 31, 2025, an increase of $735.6 million or 25.6%. The increase resulted from growth in our Pharmacy Solutions and Provider Services segments. See additional discussion in “—Segment Results of Operations” below.

Cost of Goods

Cost of goods was $2,870.6 million for the three months ended March 31, 2026, as compared with $2,328.2 million for the three months ended March 31, 2025, an increase of $542.4 million or 23.3%. The increase resulted from an increase in Pharmacy Solutions cost of goods. See additional discussion in “—Segment Results of Operations” below.

Cost of Services

Cost of services was $260.9 million for the three months ended March 31, 2026, as compared with $211.5 million for the three months ended March 31, 2025, an increase of $49.4 million or 23.3%. The increase resulted from an increase in Provider Services cost of services. See additional discussion in “—Segment Results of Operations” below.

Selling, General, and Administrative Expenses

Selling, general, and administrative expenses were $360.8 million for the three months ended March 31, 2026, as compared with $287.6 million for the three months ended March 31, 2025, an increase of $73.1 million or 25.4%. The increase primarily resulted from the following segment activity and factors:

•

an increase of $73.6 million, or 25.6%, on consolidated 2025 selling, general, and administrative expenses, as a result of growth in our Pharmacy Solutions and Provider Services segments. See additional discussion in “—Segment Results of Operations” below; offset by,

•

a decrease of $0.5 million, or 0.2%, in consolidated first quarter of 2025 selling, general, and administrative expenses, as a result of a decrease in other operational expenses year-over-year.

Interest Expense, net

Interest expense, net was $38.6 million for the three months ended March 31, 2026, as compared with $41.8 million for the three months ended March 31, 2025, a decrease of $3.1 million or 7.5%. The decrease primarily resulted from a decrease in both the variable-rate and applicable margin for the three months ended March 31, 2026 as compared to the prior period and lower outstanding term debt as compared to the prior period, and was partially offset by a $3.9 million decrease in interest income received related to cash flow hedges of interest rate risk.

Income Tax Expense (Benefit)

Income tax expense was $8.6 million for the three months ended March 31, 2026, as compared with an income tax benefit of $0.2 million for the three months ended March 31, 2025. The $8.8 million increase in the income tax expense is primarily driven by the increase in pre-tax book income for the three months ended March 31, 2026 as compared to the three months ended March 31, 2025, and an increase in the effective tax rate for the three months ended March 31, 2026 of 10.3% compared to (2.7)% for the three months ended March 31, 2025. The increase in the effective tax rate is primarily attributable to the comparatively favorable impact of year-to-date discrete tax benefits on pre-tax income in each respective period.

Net Income

Net income was $74.3 million for the three months ended March 31, 2026, as compared with $9.2 million for the three months ended March 31, 2025, an increase of $65.1 million. The increase in net income is primarily attributable to the increase in gross profit and the aforementioned decrease in interest expense, net, partially offset by an increase in selling, general, and administrative expenses and income tax expense.

Adjusted EBITDA (1)

Adjusted EBITDA was $189.8 million for the three months ended March 31, 2026, as compared with $131.1 million for the three months ended March 31, 2025, an increase of $58.7 million or 44.8%. The increase primarily resulted from the following segment activity and factors:

•

an increase of $68.2 million, or 52.0%, on consolidated first quarter of 2025 Adjusted EBITDA, as a result of growth in our Pharmacy Solutions and Provider Services segments. See additional discussion in “—Segment Results of Operations” below; offset by

•

a decrease of $9.5 million, or 7.2%, on consolidated first quarter of 2025 Adjusted EBITDA, as a result of increases in certain public company costs incurred, investments in information technology, and positions to support growth within the business.

(1) Reconciliation of GAAP to non-GAAP results is provided below under the section entitled “Non-GAAP Financial Measures.”

Segment Results of Operations

Pharmacy Solutions Segment

Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025

The following table sets forth, for the periods indicated, our segment results of operations for Pharmacy Solutions.


	Pharmacy Solutions
($ in thousands, except Business Metrics)	For the Three Months Ended
	March 31,				Change
	2026		2025		Amount			%
Revenues	$	3,171,349	$	2,532,171	$	639,178			25.2	%
Cost of goods		2,870,575		2,328,215		542,360			23.3	%
Gross profit		300,774		203,956		96,818			47.5	%
Selling, general, and administrative expenses		157,034		115,738		41,296			35.7	%
Segment operating income	$	143,740	$	88,218	$	55,522			62.9	%
Segment EBITDA	$	169,068	$	115,726	$	53,342			46.1	%

Business Metrics:
Prescriptions dispensed		10,729,876		10,877,294		(147,418	)		(1.4	)%
Revenue per script	$	295.56	$	232.79	$	62.77			27.0	%
Gross profit per script	$	28.03	$	18.75	$	9.28			49.5	%

The following discussion of our Pharmacy Solutions segment results of operations should be read in conjunction with the foregoing table summarizing our segment results of operations.

Revenues

Revenues were $3,171.3 million for the three months ended March 31, 2026, as compared with $2,532.2 million for the three months ended March 31, 2025, an increase of $639.2 million or 25.2%. The increase primarily resulted from volume growth in prescriptions dispensed within Infusion and Specialty Pharmacy partially offset by a decline in prescriptions dispensed within Home and Community Pharmacy. Revenues attributable to Infusion and Specialty Pharmacy were $2,644.2 million for the three months ended March 31, 2026, as compared with $1,951.5 million for the three months ended March 31, 2025, an increase of $692.7 million or 35.5% attributable to an increase in prescriptions dispensed on certain specialty branded drugs. Revenues attributable to Home and Community Pharmacy were $527.1 million for the three months ended March 31, 2026, as compared with $580.7 million for the three months ended March 31, 2025, a decrease of $53.6 million or 9.2%, primarily attributable to impacts from the Inflation Reduction Act which, has resulted in significant reductions in federal healthcare spending, including through mandatory Medicare drug price negotiations and rebates, and statutory caps on negotiated prices.

The increase in revenue per prescription dispensed is due to mix changes year-over-year and a greater relative increase in volume growth in certain specialty brand drugs, which carry a higher revenue per prescription dispensed.

Cost of Goods

Cost of goods was $2,870.6 million for the three months ended March 31, 2026, as compared with $2,328.2 million for the three months ended March 31, 2025, an increase of $542.4 million or 23.3%. The increase primarily resulted from the aforementioned revenue growth in the period as well as an increase in cost per prescription dispensed as a result of mix shift.

Gross profit was $300.8 million for the three months ended March 31, 2026, as compared with $204.0 million for the three months ended March 31, 2025, an increase of $96.8 million or 47.5%. The increase primarily resulted from the aforementioned revenue growth in the period, primarily the result of outsized volume growth as well as mix in certain specialty branded drugs, which have lower margins.

Gross profit margin for the three months ended March 31, 2026 was 9.5% compared to 8.1% for the three months ended March 31, 2025. The increase in gross profit margin is due to mix shift in the Pharmacy Solutions segment with greater relative volume growth in Infusion and Specialty Pharmacy, along with product-level mix shifts and rate changes, partially offset by an increase in the fulfillment cost per script in Home and Community Pharmacy.

Selling, General, and Administrative Expenses

Selling, general, and administrative expenses were $157.0 million for the three months ended March 31, 2026, as compared with $115.7 million for the three months ended March 31, 2025, an increase of $41.3 million or 35.7%. The increase primarily resulted from the aforementioned revenue and gross profit growth in the period.

Segment EBITDA

Segment EBITDA was $169.1 million for the three months ended March 31, 2026, as compared with $115.7 million for the three months ended March 31, 2025, an increase of $53.3 million or 46.1%. The increase primarily resulted from the aforementioned revenue and gross profit growth in the period. See Note 11 “Segment Information” to our unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q for further discussion.

Provider Services Segment

Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025

The following table sets forth, for the years indicated, our segment results of operations for Provider Services.


	Provider Services
($ in thousands, except Business Metrics)	For the Three Months Ended
	March 31,				Change
	2026		2025		Amount		%
Revenues	$	442,372	$	345,958	$	96,414		27.9	%
Cost of services		260,924		211,545		49,379		23.3	%
Gross profit		181,448		134,413		47,035		35.0	%
Selling, general, and administrative expenses		122,422		90,102		32,320		35.9	%
Segment operating income	$	59,026	$	44,311	$	14,715		33.2	%
Segment EBITDA	$	65,980	$	51,080	$	14,900		29.2	%

Business Metrics:
Home Health Care average daily census		46,066		30,241		15,825		52.3	%
Rehab Care persons served		7,620		6,697		923		13.8	%
Personal Care persons served		16,079		15,863		216		1.4	%

The following discussion of our Provider Services segment results of operations should be read in conjunction with the foregoing table summarizing our segment results of operations.

Revenues

Revenues were $442.4 million for the three months ended March 31, 2026, as compared with $345.9 million for the three months ended March 31, 2025, an increase of $96.4 million or 27.9%. The increase primarily resulted from the following segment activity and factors:

•

a $78.5 million, or 22.7%, increase from the Amedisys and LHC Branches acquisition; and

•

a $17.9 million, or 5.2%, increase primarily from volume growth as well as rate increases received during the period.

Revenues attributable to Home Health Care were $265.7 million for the three months ended March 31, 2026, as compared with $178.4 million for the three months ended March 31, 2025, an increase of $87.3 million or 48.9%. Revenues attributable to Rehab Care were $74.8 million for the three months ended March 31, 2026, as compared with $69.8 million for the three months ended March 31, 2025, an increase of $5.0 million or 7.2%. Revenues attributable to Personal Care were $101.9 million for the three months ended March 31, 2026, as compared with $97.7 million for the three months ended March 31, 2025, an increase of $4.2 million or 4.3%.

Cost of Services

Cost of services was $260.9 million for the three months ended March 31, 2026, as compared with $211.5 million for the three months ended March 31, 2025, an increase of $49.4 million or 23.3%. The increase primarily resulted from the aforementioned revenue growth.

Gross profit was $181.4 million for the three months ended March 31, 2026, as compared with $134.4 million for the three months ended March 31, 2025, an increase of $47.0 million or 35.0%. The increase primarily resulted from the aforementioned revenue growth and costs of services improvements in the period.

Selling, General, and Administrative Expenses

Selling, general, and administrative expenses were $122.4 million for the three months ended March 31, 2026, as compared with $90.1 million for the three months ended March 31, 2025, an increase of $32.3 million or 35.9%. The increase primarily resulted from the aforementioned revenue and gross profit growth in the period.

Segment EBITDA

Segment EBITDA was $66.0 million for the three months ended March 31, 2026, as compared with $51.1 million for the three months ended March 31, 2025, an increase of $14.9 million or 29.2%. The increase primarily resulted from the aforementioned revenue growth. See Note 11 “Segment Information" to our unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q for further discussion.

Non-GAAP Financial Measures

In addition to our results of operations prepared in accordance with U.S. GAAP, which we have discussed above, we also evaluate our financial performance using EBITDA, Adjusted EBITDA, and Adjusted EPS. These non-GAAP financial measures are not intended to replace financial performance measures determined in accordance with U.S. GAAP, such as net income and diluted EPS. Rather, we present EBITDA, Adjusted EBITDA, and Adjusted EPS as supplemental measures of our performance.

EBITDA, Adjusted EBITDA, and Adjusted EPS

The following are key financial metrics and, when used in conjunction with U.S. GAAP measures, we believe they provide useful information for evaluating our core business performance, enable comparison of financial results across periods, and allow for greater transparency with respect to key metrics used by management for financial and operational decision-making. We define EBITDA as net income before income tax expense (benefit), interest expense, net, and depreciation and amortization. Adjusted EBITDA and Adjusted EPS exclude certain other items that are either non-recurring, infrequent, non-cash, unusual, or items deemed by management to not be indicative of the performance of our core operations, including non-cash, share-based compensation; acquisition, integration, and transaction-related costs; and restructuring and divestiture-related and other costs. In determining which adjustments are made to arrive at Adjusted EBITDA and Adjusted EPS, management considers both (1) certain non-recurring, infrequent, non-cash, or unusual items, which can vary significantly from year to year, as well as (2) certain other items that may be recurring, frequent, or settled in cash but which management does not believe are indicative of our core operating performance. The financial measure calculated under U.S. GAAP which is most directly comparable to Adjusted EBITDA is net income. The financial measure calculated under U.S. GAAP which is most directly comparable to Adjusted EPS is diluted EPS.

We have historically incurred substantial acquisition, integration, and transaction-related costs. The underlying acquisition activities take place over a defined timeframe, have distinct project timelines, and are incremental to activities and costs that arise in the ordinary course of our business. Therefore, we have excluded these costs from our Adjusted EBITDA and Adjusted EPS because it provides management a normalized view of our core, ongoing operations after integrating our acquired companies.

EBITDA, Adjusted EBITDA, and Adjusted EPS are not measures of financial performance under U.S. GAAP and should be considered in addition to, and not as a substitute for, net income, diluted EPS or other financial measures calculated in accordance with U.S. GAAP. Our method of determining non-GAAP financial measures may differ from other companies’ financial measures and therefore may not be comparable to methods used by other companies.

Given our determination of adjustments in arriving at our computations of EBITDA, Adjusted EBITDA and Adjusted EPS, these non-GAAP measures have limitations as analytical tools and should not be considered in isolation or as substitutes or alternatives to net income or loss, operating income or loss, earnings or loss per diluted share, cash flows from operating activities, total indebtedness, or any other financial measures calculated in accordance with U.S. GAAP.

The following table reconciles net income from continuing operations to EBITDA and Adjusted EBITDA:


($ in thousands)	For the Three Months Ended
	March 31,
	2026		2025
Net income from continuing operations	$	74,283	$	9,216
Income tax expense (benefit)		8,551		(240	)
Interest expense, net		38,615		41,763
Depreciation and amortization		39,094		40,832
EBITDA	$	160,543	$	91,571
Non-cash share-based compensation (1)		13,116		12,474
Acquisition, integration, and transaction-related costs (2)		6,100		9,521
Restructuring and divestiture-related and other costs (3)		10,002		17,496
Total adjustments	$	29,218	$	39,491
Adjusted EBITDA	$	189,761	$	131,062

(1)

Represents non-cash share-based compensation to certain members of our management and full-time employees.

(2)

Represents transaction costs incurred in connection with planned, completed, or terminated acquisitions, which include investment banking fees, legal diligence and related documentation costs, finance and accounting diligence and documentation; costs associated with the integration of acquisitions, including any facility consolidation, integration travel, or severance; and costs associated with other planned, completed, or terminated non-routine transactions.

(3)

Represents costs associated with restructuring-related activities, including closure, and related license impairment, and severance expenses associated with certain enterprise-wide or significant business line cost-savings measures.

The following table reconciles diluted EPS to Adjusted EPS:


(shares in thousands)	For the Three Months Ended
	March 31,
	2026			2025
Diluted EPS	$	0.34		$	0.05
Non-cash share-based compensation (1)		0.06			0.06
Acquisition, integration, and transaction-related costs (1)		0.03			0.04
Restructuring and divestiture-related and other costs (1)		0.05			0.08
Income tax impact on adjustments (2)		(0.09	)		(0.04	)
Adjusted EPS	$	0.39		$	0.19

Weighted average common shares outstanding used in calculating diluted U.S. GAAP net income per share		221,321			214,927
Weighted average common shares outstanding used in calculating diluted Non-GAAP income per share		221,321			214,927

(1)

This adjustment reflects the per share impact of the adjustment reflected within the definition of Adjusted EBITDA.

(2)

The income tax impact of non-GAAP adjustments is calculated using the estimated tax rate for the respective non-GAAP adjustment. For all periods presented, the income tax impact on adjustments is inclusive of a discrete tax benefit related to share-based compensation.

Liquidity and Capital Resources

Our principal sources of cash have historically been from operating activities. Our principal source of liquidity in excess of cash from operating activities has historically been from proceeds from our debt facilities and issuances of common stock. Our principal uses of cash and liquidity have historically been for acquisitions, debt service requirements, and financing of working capital. We believe that our operating cash flows, available cash on hand, and availability under our Revolving Credit Facility and the LC Facility will be sufficient to meet our cash requirements for the next twelve months and beyond. Our cash flows are primarily provided by the continuing operations of the Company. Our future capital requirements will depend on many factors that are difficult to predict, including the size, timing, and structure of any future acquisitions, future capital investments, and future results of operations. We cannot assure you that cash provided by operating activities or cash and cash equivalents will be sufficient to meet our future needs. If we are unable to generate sufficient cash flows from operations in the future, we may have to obtain additional financing. If we obtain additional capital by issuing equity, the interests of our existing stockholders will be diluted. If we incur additional indebtedness, that

indebtedness may contain significant financial and other covenants that may significantly restrict our operations. We cannot assure you that we could obtain refinancing or additional financing on favorable terms or at all.

We evaluate our liquidity based upon the availability we have under our First Lien Facilities in addition to the net cash provided by (used in) operating, investing, and financing activities. Specifically, we review the activity under the Revolving Credit Facility and the LC Facility and consider period end balances outstanding under the Revolving Credit Facility and the LC Facility. Based upon the outstanding borrowings and letters of credit under the Revolving Credit Facility and the LC Facility, we calculate the availability for incremental borrowings under the Revolving Credit Facility and the LC Facility. Such amount, in addition to cash on our balance sheet, is what we consider to be our “Total Liquidity.”

The following table provides a calculation of our Total Liquidity:


($ in thousands)	For the Three Months Ended March 31,		For the Year Ended December 31,
	2026		2025
Revolving Credit Facility Rollforward
Beginning Revolving Credit Facility balance	$	—	$	63,300
Repayments of the Revolving Credit Facility, net		—		(63,300	)
Ending Revolving Credit Facility balance	$	—	$	—
Calculation of Revolving Credit Facility and LC Facility availability
Revolving Credit Facility and LC Facility limit	$	540,000	$	540,000
Less: outstanding Revolving Credit Facility balance		—		—
Less: outstanding letters of credit subject to LC Sublimit		—		—
Less: outstanding letters of credit under the LC Facility		62,940		62,790
End of period Revolving Credit Facility and LC Facility availability		477,060		477,210
End of period cash balance		888,797		88,370
Total Liquidity, end of period	$	1,365,857	$	565,580

Cash Flow Activity

The activity discussed in this section relates to our consolidated company results and includes the impacts of discontinued operations.

Three Months Ended March 31, 2026 and 2025

The following table sets forth a summary of our cash flows provided by (used in) operating, investing, and financing activities for the periods presented:


($ in thousands)	For the Three Months Ended March 31,
	2026			2025			Variance
Net cash provided by operating activities	$	122,943		$	101,598		$	21,345
Net cash provided by (used in) investing activities	$	747,393		$	(24,191	)	$	771,584
Net cash used in financing activities	$	(70,016	)	$	(86,018	)	$	16,002

Operating Activities

Net cash provided by operating activities was $122.9 million for the three months ended March 31, 2026, compared to $101.6 million for the three months ended March 31, 2025. The change was primarily due to the following:

•

a $70.7 million increase in operating income from continuing operations in 2026 as compared to 2025;

•

a $11.1 million decrease in cash outflows for interest, net primarily as a result of a reduction in the variable interest rates applicable to our outstanding term debt; offset by

•

a $0.2 million increase in cash outflows for income taxes;

•

a $48.5 million increase in cash outflows for employee incentives paid in the first fiscal quarter of 2026; and

•

a $17.0 million increase in transaction costs related to the closing of the Community Living divestiture in the first fiscal quarter of 2026.

Investing Activities

Net cash provided by (used in) investing activities increased by $771.6 million, from a cash outflow of $24.2 million in the three months ended March 31, 2025 to a cash inflow of $747.4 million in the three months ended March 31, 2026. The increase was primarily due to proceeds from the sale of our Community Living business of $810.9 million, offset by a $35.4 million decrease in cash paid for acquisitions in 2026 compared to 2025.

Financing Activities

Net cash used in financing activities was $70.0 million for the three months ended March 31, 2026, primarily attributable to repayments on our long-term debt of $12.4 million, repurchase of shares of common stock of $60.0 million in connection with the March 2026 secondary offering, and payment of finance lease obligations of $4.0 million, offset by other financing activities.

Net cash used in financing activities was $86.0 million for the three months ended March 31, 2025, primarily attributable to repayments on our long-term debt of $11.8 million, net repayments on our Revolving Credit Facility of $63.3 million, payment of financing lease obligations of $3.4 million, and other financing activities.

Debt

We typically incur debt to finance mergers and acquisitions, and we borrow under our Revolving Credit Facility for working capital purposes, as well as to finance acquisitions, as needed. Below is a summary of our long-term indebtedness as of March 31, 2026 and December 31, 2025.

First Lien Credit Agreement

On March 5, 2019, the Company entered into the First Lien Credit Agreement, among Phoenix Intermediate Holdings Inc., as Holdings, Phoenix Guarantor Inc., as the Borrower, the several lenders from time to time parties thereto and Morgan Stanley Senior Funding, Inc., as the Administrative Agent and Collateral Agent (the “First Lien Credit Agreement”). On December 11, 2024 we amended the First Lien to refinance the outstanding principal by establishing Tranche B-5 in an aggregate principal amount of $2,553.2 million at a rate equal to SOFR plus 2.50% or ABR plus 1.50% with a maturity date of February 21, 2031.

For additional information about our First Lien Credit Agreement, see Note 6 of the unaudited condensed consolidated financial statements and related notes in this Quarterly Report on Form 10-Q.

The First Lien Credit Agreement described above contain customary negative covenants, including, but not limited to, restrictions on the Company and its restricted subsidiaries’ ability to merge and consolidate with other companies, incur indebtedness, grant liens or security interests on assets, make acquisitions, loans, advances, or investments, pay dividends, sell or otherwise transfer assets, prepay or modify terms of certain junior indebtedness, enter into transactions with affiliates, or change their lines of business or fiscal year. In addition, under the Revolving Credit Facility, the Company will not permit the consolidated first lien secured debt to consolidated EBITDA (as defined in the First Lien Credit Agreement) ratio to be greater than 6.90 to 1.00, which shall be tested as of the end of the most recent quarter at any time when the aggregate revolving credit loans exceed 35% of the total revolving credit commitments.

We were in compliance with all applicable financial covenants as of March 31, 2026 and December 31, 2025.

Revolving Credit Facility

The total borrowing capacity under the Revolving Credit Facility included in the First Lien Credit Agreement (the “Revolver”) was $475.0 million as of March 31, 2026 and December 31, 2025. As of March 31, 2026 and December 31, 2025, the Company had $475.0 million of borrowing capacity available under the Revolver as there were no borrowings under the Revolver or letters of credit outstanding.

The First Lien Credit Agreement, as amended on September 17, 2024, provides for an additional $65.0 million of letter of credit commitments, or the LC Facility, which are not subject to the LC Sublimit. As of March 31, 2026, there were $62.9 million of letters of credit outstanding under the LC Facility, resulting in an available borrowing capacity of $2.1 million. As of December 31, 2025, there were $62.8 million of letters of credit outstanding under the LC Facility, resulting in an available borrowing capacity of $2.2 million.

For additional information about our Revolving Credit Facility and LC Facility, see Note 6 of the unaudited condensed consolidated financial statements and related notes in this Quarterly Report on Form 10-Q.

Interest Rate Swap Agreements

To manage fluctuations in cash flows resulting from changes in the variable interest rates, the Company entered into receive-variable, pay-fixed interest rate swap agreements. For the three months ended March 31, 2026 and the year ended December 31, 2025, interest expense, net includes interest income received related to cash flow hedges of interest rate risk of $0.6 million and $15.2 million, respectively. Refer to Note 6 within our unaudited condensed consolidated financial statements and related notes in this Quarterly Report on Form 10-Q for further discussion.

Tangible Equity Units

Concurrently with the IPO, we issued 8,000,000 TEUs, which have a stated amount of $50.00 per unit. Each TEU is comprised of a prepaid stock purchase contract (“Purchase Contract”) and a senior amortizing note (“Amortizing Note”) due February 1, 2027, each issued by the Company. The Company will pay equal quarterly cash installments of $0.8438 per Amortizing Note on February 1, May 1, August 1 and November 1, commencing on May 1, 2024, except for the May 1, 2024 installment payment, which was $0.8531 per Amortizing Note, with a final installment payment date of February 1, 2027. In the aggregate, the annual quarterly cash installments will be equivalent of 6.75% per year. Each installment payment constitutes a payment of interest and a partial repayment of principal. Each TEU may be separated by a holder into its constituent Purchase Contract and Amortizing Note. Refer to Note 7 within our unaudited condensed consolidated financial statements and related notes in this Quarterly Report on Form 10-Q for further discussion.

The table below summarizes the total outstanding debt of the Company:


($ in thousands)	Rate						Long-term obligation and note payable				Interest Expense
	March 31, 2026			December 31, 2025			March 31, 2026		December 31, 2025		Three Months Ended March 31, 2026		Fiscal Year 2025
First Lien Incremental Term Loan Tranche B-5 - payable to lenders at SOFR plus applicable margin		6.17	%		6.22	%	$	2,514,872	$	2,521,255	$	32,590	$	146,482
Revolving Credit Loans - payable to lenders at SOFR plus applicable margin		6.42	%		6.47	%		—		—		—		—
Swingline/Base Rate - payable to lenders at ABR plus applicable margin		8.50	%		8.50	%		—		—		2,093		6,996
Amortizing Notes								25,394		31,360		685		4,183
Notes payable and other								17,125		17,129		218		886
Amortization of deferred financing costs and other, net of interest income from cash flow hedges								—		—		3,029		(1,236	)
Total debt							$	2,557,391	$	2,569,744	$	38,615	$	157,311
Less: debt issuance costs, net								59,560		62,200
Total debt, net of debt issuance costs								2,497,831		2,507,544
Less: current portion of long-term debt								52,960		52,340
Total long-term debt, net of current portion							$	2,444,871	$	2,455,204

Our Company leverage, as calculated under our First Lien Credit Agreement, was 2.27x and 2.99x at March 31, 2026 and December 31, 2025, respectively. The results of the Community Living business are excluded from the calculation for March 31, 2026 since the Company divested the Community Living business prior to the end of the period. The results of the Community Living business are included in the calculation for December 31, 2025 pursuant to the terms of our First Lien Credit Agreement.

Critical Accounting Policies and Use of Estimates

In preparing our unaudited condensed consolidated financial statements in conformity with U.S. GAAP, we must use estimates and assumptions that affect the reported amounts of assets and liabilities and related disclosures and the reported amounts of revenue and expenses. In general, our estimates are based on historical experience and various other assumptions we believe are reasonable under the circumstances. We evaluate our estimates on an ongoing basis and make changes to the estimates and related disclosures as experience develops or new information becomes known. Actual results could differ from those estimates.

We consider our critical accounting policies and estimates to be those that involve significant judgments and uncertainties and may potentially result in materially different results under different assumptions and conditions. There have been no material changes

to our critical accounting policies and estimates from those disclosed in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2025, which are hereby incorporated by reference.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Impact of Inflation

Wages and other expenses increase during periods of inflation and when labor shortages occur in the marketplace. The impact of inflation on the Company is primarily in the area of labor costs. The healthcare industry is labor intensive. There can be no guarantee we will not experience increases in the cost of labor, particularly given the shortage of qualified caregivers in our markets, and the demand for homecare services is expected to grow.

In addition, increases in healthcare costs are typically higher than inflation and impact our costs under our employee benefit plans. Managing these costs remains a significant challenge and priority for us. While we believe the effects of inflation, if any, and labor shortages on our results of operations and financial condition have not been significant, there can be no guarantee we will not experience the effect of inflation in the future.

In addition, suppliers pass along rising costs to us in the form of higher prices, which impacts us primarily in the area of pharmaceutical drug costs in our Pharmacy Solutions segment. Changes in costs of drugs can be accompanied by a change in rate that we pass along to our customers. Additionally, our supply chain efforts have enabled us to effectively manage and mitigate any inflationary impacts in our supply chain over recent years. However, we cannot predict our ability to cover future cost increases.

We have little or no ability to pass on certain of these increased costs associated with providing services to Medicare and Medicaid patients due to federal and state laws that establish fixed reimbursement rates.

Interest Rate Risk

The Company is exposed to interest rate risk related to changes in interest rates for borrowings under our First Lien Facilities. Although we hedge a portion of our interest rate risk through interest rate swaps, any borrowings under our First Lien Facility in excess of the notional amount of the swaps will be subject to variable interest rates. By using a derivative instrument to hedge exposures to changes in interest rates, we expose ourselves to credit risk due to the possible failure of the counterparty to perform under the terms of the derivative contract.

As of March 31, 2026, our debt outstanding was $2.6 billion and we had interest rate swaps with a combined notional value of $1.5 billion that were designated as cash flow hedges of interest rate risk. A hypothetical 1% increase in interest rates would decrease our net income and our cash flows by $10.1 million on an annual basis based upon our borrowing level at March 31, 2026. The market risks associated with our debt obligations as of March 31, 2026 have not changed from those reported in “Part II. Item 7A. Quantitative and Qualitative Disclosure About Market Risk” in our Annual Report on Form 10-K for the year ended December 31, 2025. See Note 6 within the unaudited condensed consolidated financial statements and related notes, included elsewhere in the Quarterly Report on Form 10-Q.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

Under the supervision and with the participation of the Company’s management, including its Chief Executive Officer and Chief Financial Officer, the Company has evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based upon this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting

There were no changes to our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, we are involved in various legal and/or administrative proceedings and subject to claims that arise in the ordinary course of business. We do not believe the ultimate liability, if any, for outstanding proceedings or claims, individually or in the aggregate, in excess of amounts already provided in our consolidated financial statements, will have a material adverse effect on our business, financial condition, or results of operations. It is reasonably possible that an adverse determination might have an impact on a particular period. Regardless of the outcome, litigation has the potential to have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors.

Item 1A. Risk Factors.

There have been no material changes to the risk factors affecting our business, financial condition, or results of operations from those set forth under the heading “Summary Risk Factors” or in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition, or results of operations.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.


		Incorporated by Reference
Exhibit Number	Description	Form	File No.	Exhibit	Filing Date

2.1*	Purchase Agreement, dated January 17, 2025, by and among Res-Care, Inc., certain other affiliated entities, National Mentor Holdings, Inc., and BrightSpring Health Services, Inc. (solely for purposes of Section 5.24).	8-K	001-41938	2.1	1/21/2025
2.2	First Amendment to Purchase Agreement, dated December 5, 2025, by and among Res-Care, Inc., certain other affiliated entities, National Mentor Holdings, Inc., and BrightSpring Health Services, Inc.	10-K	001-41938	2.2	2/27/2026
3.1	Second Amended and Restated Certificate of Incorporation of BrightSpring Health Services, Inc.	8-K	001-41938	3.1	1/30/2024
3.2	Amended and Restated Bylaws of BrightSpring Health Services, Inc.	8-K	001-41938	3.2	1/30/2024
4.1	Purchase Contract Agreement, dated as of January 30, 2024, between BrightSpring Health Services, Inc. and U.S. Bank Trust Company, National Association, as purchase contract agent, as attorney-in-fact for the Holders from time to time as provided therein and as trustee under the indenture referred to therein.	8-K	001-41938	4.1	1/30/2024
4.2	Form of Unit (included in Exhibit 4.1).	8-K	001-41938	4.2	1/30/2024
4.3	Form of Purchase Contract (included in Exhibit 4.1).	8-K	001-41938	4.3	1/30/2024
4.4	Indenture, dated as of January 30, 2024, between BrightSpring Health Services, Inc. and U.S. Bank Trust Company, National Association, as trustee.	8-K	001-41938	4.4	1/30/2024
4.5	First Supplemental Indenture, dated as of January 30, 2024, between BrightSpring Health Services, Inc. and U.S. Bank Trust Company, National Association, as trustee, paying agent and security registrar.	8-K	001-41938	4.5	1/30/2024
4.6	Form of Amortizing Note (included in Exhibit 4.5).	8-K	001-41938	4.6	1/30/2024
4.7	Registration Rights Agreement, dated December 7, 2017, by and among Phoenix Parent Holdings Inc., KKR Phoenix Aggregator L.P., and Walgreens Co.	S-1/A	333-276348	4.1	1/10/2024
31.1	Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH	Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish supplementally copies of any of the omitted schedules or similar attachments upon request by the SEC or its staff.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	BrightSpring Health Services, Inc.

Date: May 1, 2026	By:	/s/ Jon Rousseau
		Jon Rousseau
		Chairman, President, and Chief Executive Officer
		(Principal Executive Officer)

Date: May 1, 2026	By:	/s/ Jennifer Phipps
		Jennifer Phipps
		Executive Vice President and Chief Financial Officer
		(Principal Financial Officer)

Exhibit 31.1

BRIGHTSPRING HEALTH SERVICES, INC.

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO RULE 13a-14(a) AND RULE 15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Jon Rousseau, certify that:

I have reviewed this Quarterly Report on Form 10-Q for the period ended March 31, 2026 of BrightSpring Health Services, Inc.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


May 1, 2026				/s/ Jon Rousseau
Date				Jon Rousseau
				Chairman, President, and Chief Executive Officer
				(Principal Executive Officer)

Exhibit 31.2

BRIGHTSPRING HEALTH SERVICES, INC.

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13a-14(a) AND RULE 15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Jennifer Phipps, certify that:

I have reviewed this Quarterly Report on Form 10-Q for the period ended March 31, 2026 of BrightSpring Health Services, Inc.;

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


May 1, 2026				/s/ Jennifer Phipps
Date				Jennifer Phipps
				Executive Vice President and Chief Financial Officer
				(Principal Financial Officer)

Exhibit 32.1

BRIGHTSPRING HEALTH SERVICES, INC.

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of BrightSpring Health Services, Inc. (the Company) on Form 10-Q for the period ended
March 31, 2026, as filed with the Securities and Exchange Commission on the date of the signatures below (the Report), Jon Rousseau, Chairman, President, and Chief Executive Officer of the Company, do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of their respective knowledge:

The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


May 1, 2026				/s/ Jon Rousseau
Date				Jon Rousseau
				Chairman, President, and Chief Executive Officer
				(Principal Executive Officer)

This certification accompanies the Report to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of BrightSpring Health Services, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Report), irrespective of any general incorporation language contained in such filing.

Exhibit 32.2

BRIGHTSPRING HEALTH SERVICES, INC.

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of BrightSpring Health Services, Inc. (the Company) on Form 10-Q for the period ended March 31, 2026, as filed with the Securities and Exchange Commission on the date of the signatures below (the Report), Jennifer Phipps, Executive Vice President and Chief Financial Officer of the Company, do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of their respective knowledge:

The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


May 1, 2026				/s/ Jennifer Phipps
Date				Jennifer Phipps
				Executive Vice President and Chief Financial Officer
				(Principal Financial Officer)